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 DEVELOPMENT CO., LLC (2011)
kan · 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 (2001)
kan
“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.”
Duggins v. Bratt (In re Bratt) (2013)
ksb · 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 (2021)
kanctapp · 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 Construction, Inc. v. Andrew Homoly (2015)
ca8 · 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 DEVELOPMENT CO., LLC (2011)
kan
“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) (2013)
ksb
“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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