§7-16-18  Limitation of liability of managers. –


Published: 2015

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TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-16

The Rhode Island Limited Liability Company Act

SECTION 7-16-18



   § 7-16-18  Limitation of liability of

managers. –

(a) Subject to subsection (b), the articles of organization or operating

agreement may eliminate or limit the personal liability of a manager to the

limited liability company or to its members for monetary damages for breach of

any duty provided for in § 7-16-17.



   (b) No provision permitted under subsection (a) limits or

eliminates the liability of a manager for:



   (1) Breach of the manager's duty of loyalty to the limited

liability company or its members;



   (2) Acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law;



   (3) The liability imposed pursuant to the provisions of

§ 7-16-32; or



   (4) Any transaction from which the manager derived an

improper personal benefit, unless the transaction was with the informed consent

of the members or a majority of the disinterested managers. No provision

eliminating or limiting the personal liability of a manager will be effective

with respect to causes of action arising prior to the inclusion of the

provision in the articles of organization or operating agreement.



History of Section.

(P.L. 1992, ch. 280, § 1.)