Corporations, Associations, and Partnerships
The Rhode Island Limited Liability Company Act
§ 7-16-18 Limitation of liability of
(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.)