Especially important to the members of an LLC is the responsibility for payment of the LLC’s debts. The debts, obligations, and liabilities of a limited liability company are solely the debts, obligations, and liabilities of the limited liability company itself. No individual member, manager, employee, or agent of a limited liability company is obligated personally for the debts, obligations, and/or liability of the limited liability company, unless he or she has signed a personal guaranty of the LLC debt, or fails to disclose their representative status as an agent of the LLC.
The law is quite clear on this subject. The debts and obligations of the LLC are company obligations, not the personal obligations of any individual LLC member(s). Further, no member or manager, employee or agent “is obligated personally” for: (1) any LLC obligation; or (2) for any obligation or liability of any other member, manager, employee or agent by reason of being a member or acting as manager, employee or agent, of the LLC. The only exception(s) to this rule is in the case of an unpaid capital contribution owed to the LLC by a member upon admission to the LLC. If unpaid, that debt can be enforced against the obligated member by the LLC’s creditors, among others.
Fredrick P. Niemann Esq.
Have an LLC debt issue you need to discuss? Call or email me today to schedule a meeting. You will find me easy to talk to and highly approachable. Allow me to offer you practical, legal options for handling your LLC matter. You can reach me at (732) 863-9900 or e-mail me at fniemann@hnlawfirm.com.
Written by Fredrick P. Niemann, Esq. of Hanlon Niemann & Wright, a New Jersey LLC Law Attorney