Massachusetts General Laws

Mass. Gen. Laws ch. 156C, § 22 (2026)

Debts, obligations and liabilities of limited liability company

✓ current as of July 2026

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Section 22. Except as otherwise provided by this chapter, 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 personally liable, directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise, 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.

Notes of Decisions

Cited in 9 cases (2 in the last 5 years), 2010–2025 · leading case: Cmi Assocs., LLC v. Reg'l Fin. Co., LLC, 775 F. Supp. 2d 281 (D. Mass. 2011).

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Cmi Assocs., LLC v. Reg'l Fin. Co., LLC, 775 F. Supp. 2d 281 (D. Mass. 2011). · cites it 2× “Mass. Gen. Laws ch. 156C, § 22. The impact of this statute is fatal to the claims against Defendant Giuttari individually.”

McCabe v. Braunstein, 439 B.R. 1 (D. Mass. 2010). “…company are not personally liable for the debts, obligations, or liabilities of the lim-iled liability company. Mass. Gen. Laws ch. 156C, § 22.”

Braunstein v. McCabe (In Re McCabe Grp.), 424 B.R. 1 (Bankr. D. Mass. 2010). “156C, § 22 ("Except as otherwise provided by this chapter, 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…”

Nekoroski v. Mathai, 30 Mass. L. Rptr. 485 (Mass. Super. Ct. 2012). “G.L.c. 156C, §22. In Pepsi-Cola Bottling Co.”

New Ming Inc. v. Zhuang (D. Mass. 2022). “In other words, plaintiff does not allege that Lotus Foods engaged in bad acts and that Zhuang should be held liable as its officer—plaintiff 5 G.L. c. 156C, § 22 provides: “Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited…”

Moshe Yanai, Rachel Yanai, & Michal Int'l Inv. LLC v. Zack Keinan, Individually & as Gen. Partner of Scintilla Holdings, Ltd.; Scintilla Holdings, Ltd., as Gen. Partner of Scintilla Fund, L.P.; & Boaz Toshav (Mass. Super. Ct. 2025). “), quoting G.L. c. 156C, § 22.[10] 4.2.3. Irreparable Harm.”

Martineau v. DV-8 Prod., Inc., 29 Mass. L. Rptr. 393 (Mass. Super. Ct. 2012). “See G.L.c. 156C, §22. The equitable doctrine of piercing the corporate veil also applies to limited liability corporations.”

Scott v. Mage, LLC, 32 Mass. L. Rptr. 61 (Mass. Super. Ct. 2014). “See G.L.c. 156C, §22. II. Accrual Date for Causes of Action In general, a cause of action accrues on the date a person suffers a loss or injury.”

Marina Sales & Serv., LLC v. Theoharidis, 2014 Mass. App. Div. 55 (Mass. Dist. Ct., App. Div. 2014). “” G.L.c. 156C, §22. See Bishop, Unincorporated Limited Liability Business Organizations: Limited Liability Companies and Partnerships, 29 Suff.”

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