<section number="16-20-304"><effdate>10/1/2026</effdate><histories><history>Renumbered and Amended by Chapter <modchap sess="2026GS">93</modchap>, 2026 General Session</history><modyear>2026</modyear></histories><catchline>Liability of members and managers.</catchline><subsection number="16-20-304(1)"><subsection number="16-20-304(1)(a)">A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company.</subsection><subsection number="16-20-304(1)(b)">A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability company solely by reason of being or acting as a member or manager.</subsection><subsection number="16-20-304(1)(c)">This Subsection <xref depth="4" refnumber="48-3a-304(1)" start="0">(1)</xref> applies regardless of the dissolution of the limited liability company.</subsection></subsection><subsection number="16-20-304(2)">The failure of a limited liability company to observe formalities relating to the exercise of the limited liability company's powers or management of the limited liability company's activities and affairs is not a ground for imposing liability on a member or manager of the limited liability company for a debt, obligation, or other liability of the limited liability company.</subsection></section>