Limitations on liability

(1) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of either of the following:(a) A protected series of a series limited liability company solely by reason of being or acting as:1. An associated member, protected-series manager, or protected-series transferee of the protected series; or2. A member, manager, or transferee of the company; or(b) A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.(2) Subject to s. 605.2404, the following apply:(a) A debt, an obligation, or another liability of a series limited liability company is solely the debt, obligation, or liability of the company.(b) A debt, an obligation, or another liability of a protected series is solely the debt, obligation, or liability of the protected series.(c) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of a protected series of the company solely by reason of the protected series being a protected series of the company, or the series limited liability company:1. Being or acting as a protected-series manager of the protected series;2. Having the protected series manage the series limited liability company; or3. Owning a protected-series transferable interest of the protected series.(d) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of the company or another protected series of the company solely by reason of:1. Being a protected series of the series limited liability company;2. Being or acting as a manager of the series limited liability company or a protected-series manager of another protected series of the company; or3. Having the series limited liability company or another protected series of the company be or act as a protected-series manager of the protected series.History.—s. 24, ch. 2025-162.