Section 4-37-401 - Limitations on liability

(a) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: (1) a protected series of a series limited liability company solely by reason of being or acting as: (A) an associated member, series manager, or protected-series transferee of the protected series; or(B) a member, manager, or a transferee of the company; or(2) a series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.(b) Subject to § 4-37-404, the following rules apply:(1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company.(2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.(3) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the

y of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company or the company: (A) being or acting as a protected-series manager of the protected series;(B) having the protected series manage the company; or(C) owning a protected-series transferable interest of the protected series.(4) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of: (A) being a protected series of the company;(B) being or acting as a manager of the company or a protected-series manager of another protected series of the company; or(C) having the company or another protected series of the company be or act as a protected-series manager of the protected series.Added by Act 2019, No. 665,§ 1, eff. 7/24/2019.