La. R.S. » RS

La. Rev. Stat. § 12:1320

A.  The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.  

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§1320.  Liability to third parties of members and managers

A.  The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.  

B.  Except as otherwise specifically set forth in this Chapter, no member, manager, employee, or agent of a limited liability company is liable in such capacity for a debt, obligation, or liability of the limited liability company.  

C.  A member, manager, employee, or agent of a limited liability company is not a proper party to a proceeding by or against a limited liability company, except when the object is to enforce such a person's rights against or liability to the limited liability company.  

D.  Nothing in this Chapter shall be construed as being in derogation of any rights which any person may by law have against a member, manager, employee, or agent of a limited liability company because of any fraud practiced upon him, because of any breach of professional duty or other negligent or wrongful act by such person, or in derogation of any right which the limited liability company may have against any such person because of any fraud practiced upon it by him.  

Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.  

Notes of Decisions
Cited in 114 cases (30 in the last 5 years), 2000–2026 · leading case: Ogea v. Merritt
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Ogea v. Merritt (2013) la · cites it 52× “R.S. 12:1320, the court of appeal ruled: “In our view, the legislature limits the personal liability of an LLC member for the debts, obligations, or liabilities of the LLC unless the debt, obligation, or liability at issue is the result of the member’s own personal actions.”
an Erny Girl, L. L.C. v. Bcno 4 L. L.C. (2018) lactapp · cites it 5× “Upon information and belief, and despite her public representations on the contrary, Erny Girl closed its bank account on November 3, 2016, before BCNO 4 deposited the Rent Checks. See , Exhibit "D.”
Regions Bank v. ARK-LA-TEX WATER GARDENS (2008) lactapp · cites it 5× “R.S. 12:1320 and allowed it to be swallowed up by the narrow professional duty exception also contained in that statute.”
Hodge v. Strong Built International, LLC (2015) lactapp · cites it 11× “R.S. 12:1320. The plaintiffs argue both that Strong Built International is Mr.”
ORX Resources, Inc. v. MBW Exploration, L.L.C. (2010) lactapp · cites it 4× “R.S. 12:1320(B) provides that: • members are not personally liable for the debts, obligations and other liabilities of the LLC to third parties, and • a LLC member is not a proper party in any proceeding against the LLC.”
Thomas v. Bridges (2014) la · cites it 4× “If the Department had found no personal liability existed on the basis of Montana law, it could still have assessed Thomas individually upon establishing fraud under La.Rev.Stat. § 12:1320(D), which states: “Nothing in this Chapter [on limited liability companies] shall be…”
Channelside Services, LLC v. Chrysochoos Group, Inc. (2016) lactapp · cites it 2× “R.S. 12:1320, 1 Channelside cannot obtain the information sought and, accordingly, the trial court is not permitted to view the documentation sought in camera.”
Leon v. Diversified Concrete, LLC (2016) laed · cites it 7× “La. Rev. Stat. § 12:1320. Thus, in general, members of a limited liability company are not liable for the debts, obligations, or liabilities of the limited liability company.”
Hohensee v. Turner (2015) lactapp · cites it 8× “R.S. 12:1320 B and C, a member, manager, employee or agent of an LLC cannot be hable in such capacity for the debt, obligation or liability of such entity and such persons are not proper parties to a proceeding against the LLC.”
Petch v. Humble (2006) lactapp · cites it 4× “R.S. 12:1320 provides: A. The liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter.”
Nunez v. Pinnacle Homes, L.L.C. (2014) lactapp · cites it 15× “R.S. 12:1320 or the analysis provided in Ogea v.”
Matherne v. Barnum (2012) lactapp · cites it 3× “R.S. 12:1320 was not intended to shield professionals from liability for personal negligence.”
Show all 114 citing cases →
— La. Rev. Stat. § 12:1320(0) — 1 case
Ogea v. Merritt (2013) lactapp
— La. Rev. Stat. § 12:1320(A) — 6 cases
Khoobehi Properties, LLC v. Baronne Development No. 2, L.L.C. (2017) lactapp
Ogea v. Merritt (2013) la “R.S. 12:1320, the court of appeal ruled: “In our view, the legislature limits the personal liability of an LLC member for the debts, obligations, or liabilities of the LLC unless the debt, obligation, or liability at issue is the result of the member’s own personal actions.”
Hooper v. Wisteria Lakes Subdivision (2013) lactapp
Double-Eight Oil & Gas, L.L.C. v. Caruthers Producing Co. (2009) lactapp
Redguard, LLC v. Areno (2020) lawb
— La. Rev. Stat. § 12:1320(B) — 45 cases
Ogea v. Merritt (2013) la “R.S. 12:1320, the court of appeal ruled: “In our view, the legislature limits the personal liability of an LLC member for the debts, obligations, or liabilities of the LLC unless the debt, obligation, or liability at issue is the result of the member’s own personal actions.”
Regions Bank v. ARK-LA-TEX WATER GARDENS (2008) lactapp “R.S. 12:1320 and allowed it to be swallowed up by the narrow professional duty exception also contained in that statute.”
an Erny Girl, L. L.C. v. Bcno 4 L. L.C. (2018) lactapp “Upon information and belief, and despite her public representations on the contrary, Erny Girl closed its bank account on November 3, 2016, before BCNO 4 deposited the Rent Checks. See , Exhibit "D.”
Leon v. Diversified Concrete, LLC (2016) laed “La. Rev. Stat. § 12:1320. Thus, in general, members of a limited liability company are not liable for the debts, obligations, or liabilities of the limited liability company.”
Zeigler v. Housing Authority of New Orleans (2013) lactapp
— La. Rev. Stat. § 12:1320(C) — 16 cases
Show-Me Construction, LLC v. Wellington Specialty Insurance Co. (2011) lactapp
Hollingsworth v. Choates (2007) lactapp
Northeast Realty v. Misty Bayou (2006) lactapp
Axis Surplus Insurance v. Third Millennium Insurance & Financial Services, Inc. (2011) laed
Double-Eight Oil & Gas, L.L.C. v. Caruthers Producing Co. (2009) lactapp
— La. Rev. Stat. § 12:1320(D) — 56 cases
Ogea v. Merritt (2013) la “R.S. 12:1320, the court of appeal ruled: “In our view, the legislature limits the personal liability of an LLC member for the debts, obligations, or liabilities of the LLC unless the debt, obligation, or liability at issue is the result of the member’s own personal actions.”
an Erny Girl, L. L.C. v. Bcno 4 L. L.C. (2018) lactapp “Upon information and belief, and despite her public representations on the contrary, Erny Girl closed its bank account on November 3, 2016, before BCNO 4 deposited the Rent Checks. See , Exhibit "D.”
Thomas v. Bridges (2014) la “If the Department had found no personal liability existed on the basis of Montana law, it could still have assessed Thomas individually upon establishing fraud under La.Rev.Stat. § 12:1320(D), which states: “Nothing in this Chapter [on limited liability companies] shall be…”
ORX Resources, Inc. v. MBW Exploration, L.L.C. (2010) lactapp “R.S. 12:1320(B) provides that: • members are not personally liable for the debts, obligations and other liabilities of the LLC to third parties, and • a LLC member is not a proper party in any proceeding against the LLC.”
Nunez v. Pinnacle Homes, L.L.C. (2014) lactapp “R.S. 12:1320 or the analysis provided in Ogea v.”
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