Liability to third parties

1. Law
2. Mississippi Code
3. Corporations, Associations, and Partnerships
4. Revised Mississippi Limited Liability Company Act
5. Members
6. Liability to third parties

1. 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, manager or officer of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member, acting as a manager or acting as an officer of the limited liability company.
2. A member, manager or officer of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member, manager or officer, as applicable, of the limited liability company, except:
   1. Where the object of the proceeding is to enforce a member's, manager's or officer's right against or liability to the limited liability company; or
   2. In a derivative action brought pursuant to Article 11 of this chapter.
3. Notwithstanding the provisions of subsections (1) and (2) of this section, under an operating agreement or under another agreement, a member, manager or officer may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.

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