(1) Except as provided in subsection (2) of this section or as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company, including a professional limited liability company, shall be personally liable by reason of being a member, manager, employee, or agent of the limited liability company, under a judgment, decree, or order of a court, agency, or tribunal of any type, or in any other manner, in this or any other state, or on any other basis, for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise. The status of a person as a member, manager, employee, or agent of a limited liability company, including a professional limited liability company, shall not subject the person to personal liability for the acts or omissions, including any negligence, wrongful act, or actionable misconduct, of any other member, manager, agent, or employee of the limited liability company. That a limited liability company has a single member or a single manager is not a basis for setting aside the rule otherwise recited in this subsection.
(2) Notwithstanding the provisions of subsection (1) of this section, under a written operating agreement or under another written agreement, a member or manager may agree to be obligated personally for any of the debts, obligations, and liabilities of the limited liability company.
(3) Subsection (1) of this section shall not affect the liability of a member, manager, employee, or agent of a limited liability company for his or her own negligence, wrongful acts, or misconduct. Effective: July 12, 2012 History: Amended 2012 Ky. Acts ch. 81, sec. 105, effective July 12, 2012. -- Amended 2010 Ky. Acts ch. 133, sec. 31, effective July 15, 2010. -- Amended 1998 Ky. Acts ch. 341, sec. 26, effective July 15, 1998. -- Created 1994 Ky. Acts ch. 389, sec. 30, effective July 15, 1994.
Notes of Decisions
Cited in
20
cases (
14 in the last 5 years), 2008–2025 · leading case:
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
· cites it 13× “She argued that because she was a member of the LLC, she was shielded from personal liability by KRS 275.150, the statute granting immunity to LLC members for acts of the LLC.”
Derby City Capital, LLC v. Trinity HR Servs., 949 F. Supp. 2d 712 (W.D. Ky. 2013).
· cites it 6× “150(1) provides; in relevant part: [N]o member, manager, employee, or agent of a-limited liability company, including a professional limited liability *721 company, shall be personally liable by reason of being a member, manager, employee, or agent of the limited liability…”
Racing Inv. Fund 2000, LLC v. Clay Ward Agency, Inc., 320 S.W.3d 654 (Ky. 2010).
· cites it 5× “Having concluded that KRS 275.150 provides for immunity from personal liability for a limited liability company’s debts unless a member agrees otherwise and, further, that members of Racing Investment did not, by signing an operating agreement allowing for periodic capital calls…”
Tavadia v. Mitchell, 564 S.W.3d 322 (Ky. Ct. App. 2018).
“Tavadia contends that the trial court ignored evidence that Mitchell engaged in fraudulent and morally culpable conduct and was unjustly enriched as a result of her actions.”
Alford v. Brooks (E.D. Ky. 2022).
· cites it 6× “However, KRS § 275.150 explains that “[s]ubsection (1) of this section shall not affect the liability of a member, manager, employee, or agent of a limited liability company for his or her own negligence, wrongful acts, or misconduct.”
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
· cites it 4× “Indeed, KRS 275.150(1) states: Except ... as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company .”
Bhambhani, M.D. v. Innovative Health Solutions, Inc. (D. Maryland 2021).
· cites it 4× “The court noted that any such argument “disregard[ed]” KRS 275.150. Id. In this case, Kuhlman cannot be liable solely on the basis of his status as a member or agent of the Acclivity LLC.”
Deane Mining, LLC v. The Elk Horn Coal Co., LLC (Ky. Ct. App. 2024).
· cites it 4× “Elk Horn asserts that Jensen, Suave, and Taylor should not be shielded from personal liability simply because they were officers of Deane Mining, a limited liability company.”
NEFT, LLC v. Border States Energy, LLC, 297 F. App'x 406 (6th Cir. 2008).
· cites it 6× “Judge Phillips, however, declined to enter an order freezing the personal assets of the individual defendants, on the grounds that (1) Ky. Rev. Stat. § 275.150(1) immunized the individual defendants from personal liability for the debts of Border States, and (2) the settlement…”
Lum Enter., LLC v. Ruth Mitchell (Ky. Ct. App. 2022).
· cites it 3× “Lum, is responsible for all claims relating to the LLC pursuant to [Kentucky Revised Statutes] KRS 275.150 because the immunity is extinguished, which entitles the Defendants to judgment against Lum, individually.”
Hannah v. Mullins (S.D.W. Va 2021).
· cites it 3× “(citing Ky. Rev. Stat. § 275.150(1)). While Hannah failed to address this argument in his response, the court finds that dismissal is not appropriate on this ground.”
Embry v. Disc. Motors, LLC (W.D. Ky. 2024).
· cites it 2× “Specifically, KRS 275.150(1) provides that “no member, manager, employee or agent of” an LLC shall be liable for any “debt, obligation or liability” of the LLC, “whether arising in contract, tort or otherwise.”
— Ky. Rev. Stat. § 275.150(1) — 10 cases
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
“She argued that because she was a member of the LLC, she was shielded from personal liability by KRS 275.150, the statute granting immunity to LLC members for acts of the LLC.”
Derby City Capital, LLC v. Trinity HR Servs., 949 F. Supp. 2d 712 (W.D. Ky. 2013).
“150(1) provides; in relevant part: [N]o member, manager, employee, or agent of a-limited liability company, including a professional limited liability *721 company, shall be personally liable by reason of being a member, manager, employee, or agent of the limited liability…”
Tavadia v. Mitchell, 564 S.W.3d 322 (Ky. Ct. App. 2018).
“Tavadia contends that the trial court ignored evidence that Mitchell engaged in fraudulent and morally culpable conduct and was unjustly enriched as a result of her actions.”
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
“Indeed, KRS 275.150(1) states: Except ... as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company .”
Alford v. Brooks (E.D. Ky. 2022).
“However, KRS § 275.150 explains that “[s]ubsection (1) of this section shall not affect the liability of a member, manager, employee, or agent of a limited liability company for his or her own negligence, wrongful acts, or misconduct.”
— Ky. Rev. Stat. § 275.150(2) — 3 cases
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
“She argued that because she was a member of the LLC, she was shielded from personal liability by KRS 275.150, the statute granting immunity to LLC members for acts of the LLC.”
Racing Inv. Fund 2000, LLC v. Clay Ward Agency, Inc., 320 S.W.3d 654 (Ky. 2010).
“Having concluded that KRS 275.150 provides for immunity from personal liability for a limited liability company’s debts unless a member agrees otherwise and, further, that members of Racing Investment did not, by signing an operating agreement allowing for periodic capital calls…”
NEFT, LLC v. Border States Energy, LLC, 297 F. App'x 406 (6th Cir. 2008).
“Judge Phillips, however, declined to enter an order freezing the personal assets of the individual defendants, on the grounds that (1) Ky. Rev. Stat. § 275.150(1) immunized the individual defendants from personal liability for the debts of Border States, and (2) the settlement…”
— Ky. Rev. Stat. § 275.150(3) — 8 cases
Pannell v. Shannon, 425 S.W.3d 58 (Ky. 2014).
“She argued that because she was a member of the LLC, she was shielded from personal liability by KRS 275.150, the statute granting immunity to LLC members for acts of the LLC.”
MMCPM Logistics, LLC v. Clarity Retail, LLC (E.D. Ky. 2022).
“Indeed, KRS 275.150(1) states: Except ... as otherwise specifically set forth in other sections in this chapter, no member, manager, employee, or agent of a limited liability company .”
Bhambhani, M.D. v. Innovative Health Solutions, Inc. (D. Maryland 2021).
“The court noted that any such argument “disregard[ed]” KRS 275.150. Id. In this case, Kuhlman cannot be liable solely on the basis of his status as a member or agent of the Acclivity LLC.”
Embry v. Disc. Motors, LLC (W.D. Ky. 2024).
“Specifically, KRS 275.150(1) provides that “no member, manager, employee or agent of” an LLC shall be liable for any “debt, obligation or liability” of the LLC, “whether arising in contract, tort or otherwise.”
Hannah v. Mullins (S.D.W. Va 2021).
“(citing Ky. Rev. Stat. § 275.150(1)). While Hannah failed to address this argument in his response, the court finds that dismissal is not appropriate on this ground.”
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