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Liability to third parties
Cap. 270:01, s. 33 · Revised Edition 2020
(1) The limited liability company shall be solely liable for its own debts, obligations and liabilities.
(2) Notwithstanding any other law, unless liability for limited liability company debts, obligations or liabilities has been assumed by the person against whom liability is asserted pursuant to subsection (3) of this section, no manager, officer,
member, employee or agent of a limited liability company, or other person, shall be liable for,
(a) the company’s debts,
obligations or liabilities, whether arising in contract, tort or otherwise, solely by reason of being a manager, officer, member,
34 employee or agent of the limited liability company; or
(b) the acts or omissions of any other manager,
officer, member, employee or agent of the
(3) Any or all members or managers may assume, by written contract, liability for any or all debts and obligations of the limited liability company.
(4) All persons who act for a limited liability company under apparent authority to do so, but without actual authority to do so (including members who are not authorised to act as managers) are jointly and severally liable for all debts and liabilities arising from their actions.
(5) Notwithstanding any other law, unless liability for the debts of the members or managers of a limited liability company is or has been expressly assumed by the limited liability company, a limited liability company shall not be liable for the debts of such members or managers whether arising in contract, tort or otherwise.
(6) A claim under this section must be brought before the expiration of two years from the date of the occurrence of the action forming the basis of the claim.
(7) Nothing in this section shall be interpreted as limiting the criminal liability of any person under any criminal statute.
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