(a) The debts, obligations, or other liabilities of a limited liability company, whether
arising in contract, tort, or otherwise:
(1) are solely the debts, obligations, or other liabilities of the company; and
(2) do not become the debts, obligations, or other liabilities of a member or manager
solely by reason of the member acting as a member or the manager acting as a manager.
(b) The failure of a limited liability company to observe any particular formalities relating
to the exercise of its power or management of its activities is not a ground for imposing
liability on a member or manager for the debts, obligations, or other liabilities
of the company. (Added 2015, No. 17, § 2.)
Notes of Decisions
Cited in 4
cases (3 in the last 5 years), 2019–2026 · leading case: ravit v. hall & riley (Vt. Super. Ct. 2024).
ravit v. hall & riley (Vt. Super. Ct. 2024). · cites it 4דUnder 11 V.S.A. § 4042, the debts of an LLC doe not become the debts, obligations, or liabilities of a member solely by reason of the member acting as a manager, and more generally the debts of the LLC remain the debts of the LLC.”
Rainville v. Boxer Blake & Moore PLLC (D. Vt. 2021). · cites it 3דThe Firm contends that Plaintiff's individual claims against Attorney Boxer are barred under 11 V.S.A. § 4042(a) because, at all relevant times, Attorney Boxer was a member of the Firm which is a limited liability company.”
Vecchiarino v. Ridgway (Vt. Super. Ct. 2026). · cites it 2ד11 V.S.A. § 4042. Under certain circumstances, “[t]he court will look beyond the corporation to its shareholders for liability, that is, pierce the corporate veil, where the corporate form has been used to perpetrate a fraud, and also where the needs of justice dictate.”
Oeschger v. GeneThera, Inc. (D. Vt. 2019). “Oeschger’s assertion that he is reasonably likely to prevail on the alter ego issue, including his declaration about the formation of FOGT and his arguments about the provisions of 11 V.S.A. §§ 4042 and 4051(a). (See Doc. 4 at 6.”
— Vt. Stat. Ann. tit. 11, § 4042(a) — 1 case
Rainville v. Boxer Blake & Moore PLLC (D. Vt. 2021). “The Firm contends that Plaintiff's individual claims against Attorney Boxer are barred under 11 V.S.A. § 4042(a) because, at all relevant times, Attorney Boxer was a member of the Firm which is a limited liability company.”
— Vt. Stat. Ann. tit. 11, § 4042(a)(1) — 1 case
ravit v. hall & riley (Vt. Super. Ct. 2024). “Under 11 V.S.A. § 4042, the debts of an LLC doe not become the debts, obligations, or liabilities of a member solely by reason of the member acting as a manager, and more generally the debts of the LLC remain the debts of the LLC.”
— Vt. Stat. Ann. tit. 11, § 4042(b) — 2 cases
ravit v. hall & riley (Vt. Super. Ct. 2024). “Under 11 V.S.A. § 4042, the debts of an LLC doe not become the debts, obligations, or liabilities of a member solely by reason of the member acting as a manager, and more generally the debts of the LLC remain the debts of the LLC.”
Vecchiarino v. Ridgway (Vt. Super. Ct. 2026). “11 V.S.A. § 4042. Under certain circumstances, “[t]he court will look beyond the corporation to its shareholders for liability, that is, pierce the corporate veil, where the corporate form has been used to perpetrate a fraud, and also where the needs of justice dictate.”
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