Except as otherwise provided in the Limited Liability Company 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. No member or manager of a limited liability company and no other person
with authority pursuant to the Limited Liability Company Act to wind up the business or
affairs of the limited liability company following its dissolution, shall be obligated
personally for any debt, obligation or liability of the limited liability company solely by
reason of being a member or manager of the limited liability company or having
authority pursuant to the Limited Liability Company Act to wind up the company's
business and affairs following its dissolution. A person may be liable for any act or
omission performed in his capacity as a manager of a limited liability company if there is
a basis for liability. Nothing in this section shall be construed to immunize any person
from liability for the consequences of his own acts or omissions for which he otherwise
may be liable.
History: Laws 1993, ch. 280, § 13.
Notes of Decisions
Cited in
13
cases (
2 in the last 5 years), 2011–2022 · leading case:
Gabriele v. Gabriele, 421 P.3d 828 (N.M. Ct. App. 2018).
Gabriele v. Gabriele, 421 P.3d 828 (N.M. Ct. App. 2018).
· cites it 2× “See NMSA 1978, § 53-19-13 (1993) (providing that "the debts, obligations and liabilities of a [LLC], whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the [LLC]").”
Buke, LLC v. Cross Country Auto Sales, LLC, 2014-NMCA-078, 331 P.3d 942.
· cites it 2× “” {47} The Cross Country Members have made numerous arguments in defense of the district court’s ruling in their favor, citing law limiting the personal liability of LLC members for the debts and obligations of the company, including the protections provided in Section 53-19-13…”
Two Old Hippies, LLC v. Catch the Bus, LLC, 784 F. Supp. 2d 1200 (D.N.M. 2011).
“1978, § 53-19-13 provides that “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.”
Two Old Hippies, LLC v. Catch the Bus, LLC, 784 F. Supp. 2d 1221 (D.N.M. 2011).
“1978, § 53-19-13 (“Except as otherwise provided in the Limited Liability Company 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…”
Casias v. New Mexico Taxation & Revenue Dep't, No. A-1-CA-36316 (N.M. Ct. App. Mar. 25, 2019).
· cites it 5× “and taxpayers shall comply therewith”), is invalid because it conflicts with the 18 Limited Liability Company Act, NMSA 1978, § 53-19-13 (1993); see also NMSA 19 1978 § 7-1-12(A) (2000) (stating that “[t]he secretary by regulation shall establish 20 a system for the registration…”
Casias v. N.M. Taxation & Revenue Dept, No. A-1-CA-36316 (N.M. Ct. App. Mar. 25, 2019).
· cites it 5× “and taxpayers shall comply therewith”), is invalid because it conflicts with the Limited Liability Company Act, NMSA 1978, § 53-19-13 (1993); see also NMSA 1978 § 7-1-12(A) (2000) (stating that “[t]he secretary by regulation shall establish a system for the registration and…”
Gabriele v. Gabriele, No. A-1-CA-34523 (N.M. Ct. App. Jan. 3, 2018).
· cites it 2× “to Husband the value of the properties and businesses to be conveyed or 13 Husband’s rights—and, importantly, potential liability5—therein; and (2) Husband 14 Given that CSC and CSL were set up as single-member LLCs with Wife as the 5 15 member and that the real property at…”
Gabriele v. Gabriele, No. A-1-CA-34523 (N.M. Ct. App. Jan. 3, 2018).
· cites it 2× “See NMSA 1978, § 53-19-13 (1993) (providing that “the debts, obligations and liabilities of a [LLC], whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the [LLC]”).”
Four Directions Condo Ass'n v. Casita De Las Flores (N.M. Ct. App. 2020).
· cites it 2× “” Its failure to do so, Defendants contend, renders the Rezonis jointly and severally liable for the debt of Casita, contrary to Section 53-19-13 1The district court concluded that Plaintiff incurred a total allowable cost of $3,898.”
Buke, LLC v. Cross Cnty. Auto Sales, LLC, No. 32,559 (N.M. Ct. App. Apr. 23, 2014).
· cites it 2× “” {47} The Cross Country Members have made numerous arguments in defense of the district court’s ruling in their favor, citing law limiting the personal liability of LLC members for the debts and obligations of the company, including the protections provided in Section 53-19-13…”
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