2023 New York Laws › LLC - Limited Liability Company Law › Article 6 - Members and Membership › 609 - Liability of Members, Managers and Agents.

§ 609. Liability of members, managers and agents. (a) Neither a member
of a limited liability company, a manager of a limited liability company
managed  by  a  manager  or managers nor an agent of a limited liability
company (including a person having  more  than  one  such  capacity)  is
liable  for  any  debts,  obligations  or  liabilities  of  the  limited
liability company or each other, whether arising in  tort,  contract  or
otherwise,  solely  by  reason of being such member, manager or agent or
acting (or omitting to act) in such capacities or participating  (as  an
employee,  consultant,  contractor  or  otherwise) in the conduct of the
business of the limited liability company.
(b) Notwithstanding the provisions of subdivision (a) of this section,
all or specified members of a limited liability company may be liable in
their capacity as members for all or  specified  debts,  obligations  or
liabilities  of  a  limited liability company if (l) a statement to such
effect is specifically contained in the articles of organization of  the
limited  liability  company and (2) any such member so liable shall have
(i) specifically consented in  writing  (A)  to  the  adoption  of  such
provisions  or  (B)  to  be bound by such provision or (ii) specifically
voted for the adoption of such provision. The  absence  of  either  such
statement in the articles of organization or such consent or vote of any
such  member shall in no way affect or impair the ability of a member to
act as a guarantor or a surety for, provide collateral for or  otherwise
be  liable  for,  the  debts,  obligations  or  liabilities of a limited
liability company as authorized pursuant to section six  hundred  eleven
of this article.
(c) Notwithstanding the provisions of subdivisions (a) and (b) of this
section, the ten members with the largest percentage ownership interest,
as  determined as of the beginning of the period during which the unpaid
services referred to in this section are performed,  of  every  domestic
limited  liability company, or of any foreign limited liability company,
when the unpaid services were performed in the state, shall jointly  and
severally  be personally liable for all debts, wages or salaries due and
owing to any of  its  laborers,  servants  or  employees,  for  services
performed  by  them  for  such  limited  liability  company. Before such
laborer, servant or employee shall charge such member for such services,
he or she shall give notice in writing to such member  that  he  or  she
intends to hold such member liable under this section. Such notice shall
be  given  within  one  hundred  eighty  days  after termination of such
services. An action to enforce such liability shall be commenced  within
ninety  days  after  the  return of an execution unsatisfied against the
limited liability company upon a judgment recovered against it for  such
services.  A  member  who  has  paid more than his or her pro rata share
under this section shall be entitled to contribution pro rata  from  the
other  members  liable  under this section with respect to the excess so
paid, over and above his or her pro rata share, and may sue them jointly
or severally or any number of them to recover the amount due from  them.
Such  recovery  may  be  had  in  a  separate  action.  As  used in this
subdivision, "pro rata" means  in  proportion  to  percentage  ownership
interest.  Before  a  member  may  claim contribution from other members
under this section, he or she shall give them notice in writing that  he
or she intends to hold them so liable to him or her.
(d) For the purposes of this section, wages or salaries shall mean all
compensation  and  benefits payable by an employer to or for the account
of the employee, servant or laborer, for services performed by them  for
such limited liability company. These shall specifically include but not
be  limited  to salaries, overtime, vacation, holiday and severance pay;
employer contributions to or payments of insurance or welfare  benefits;
employer contributions to pension or annuity funds; and any other moneys

properly  due or payable for services rendered by such employee, servant
or laborer, including any  concomitant  liquidated  damages,  penalties,
interest, attorneys' fees or costs.