17-7688.
Liability to third parties.
(a) Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
(b) Notwithstanding the provisions of subsection (a), under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
History:
L. 1999, ch. 119, § 27; L. 2014, ch. 40, § 22; July 1.
Notes of Decisions
Miller v. Glacier Dev. Co., LLC, 270 P.3d 1065 (Kan. 2011).
· cites it 2× “K.S.A. 17-7688(a) provides: "Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company,…”
Halley v. Barnabe, 24 P.3d 140 (Kan. 2001).
“17-7631 was included in the revised statute (K.S.A. 2000 Supp. 17-7688) along with the provisions specifically authorizing derivative suits, and such inclusion is contrary to an original intent to deprive members of the power to file a derivative suit.”
Canyon Creek Dev., LLC v. Fox, 263 P.3d 799 (Kan. Ct. App. 2011).
· cites it 2× “K.S.A. 17-7688. Because of the prohibition against his withdrawal from the ventures in §10.”
Duggins v. Bratt (In re Bratt), 489 B.R. 414 (Bankr. D. Kan. 2013).
· cites it 2× “While § 17-7688 of the Act comes closest by addressing a member’s or manager’s liability to third parties and recognizing a member or manager’s potential liability to the limited liability company, it does not expressly create a trust relationship.”
Williams v. Ice Masters (Kan. Ct. App. 2021).
· cites it 2× “See K.S.A. 2020 Supp. 17-7688. This distinction is important because the two plaintiffs are involved in different issues of the appeal.”
Robl Constr., Inc. v. Andrew Homoly, 781 F.3d 1029 (8th Cir. 2015).
· cites it 2× “See Kan. Stat. Ann. § 17-7688 (b) (allowing members to opt out of the state’s default non-liability rule and “agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company” “under an operating agreement or under…”
— K.S.A. § 17-7688(a) — 1 case
Miller v. Glacier Dev. Co., LLC, 270 P.3d 1065 (Kan. 2011).
“K.S.A. 17-7688(a) provides: "Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company,…”
— K.S.A. § 17-7688(c) — 1 case
Duggins v. Bratt (In re Bratt), 489 B.R. 414 (Bankr. D. Kan. 2013).
“While § 17-7688 of the Act comes closest by addressing a member’s or manager’s liability to third parties and recognizing a member or manager’s potential liability to the limited liability company, it does not expressly create a trust relationship.”
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