[§428-303]  Liability of members and managers.  (a)  Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company.  A member or manager shall not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager.

     (b)  The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business shall not be a ground for imposing personal liability on the members or managers for liabilities of the company.

     (c)  All or specified members of a limited liability company shall be liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

     (1)  A provision to that effect is contained in the articles of organization; and

     (2)  A member so liable has consented in writing to the adoption of the provision or to be bound by the provision. [L 1996, c 92, pt of §1]