13.1-1025 - Limitation of liability of members and managers; exception. - Virginia Statutes

§ 13.1-1025. Limitation of liability of members and managers; exception.

A. In any proceeding brought by or in the right of a limited liabilitycompany or brought by or on behalf of members of the limited liabilitycompany, the damages assessed against a manager or member arising out of asingle transaction, occurrence or course of conduct shall not exceed thelesser of:

1. The monetary amount, including the elimination of liability, specified inwriting in the articles of organization or an operating agreement as alimitation on or elimination of the liability of the manager or member; or

2. The greater of (i) $100,000 or (ii) the amount of cash compensationreceived by the manager or member from the limited liability company duringthe twelve months immediately preceding the act or omission for whichliability was imposed; however, the cash compensation of a manager or membershall not be deemed to include amounts constituting distributions for thepurposes of § 13.1-1035.

B. The liability of a manager or member shall not be limited as provided inthis section to the extent otherwise provided in writing in the articles oforganization or an operating agreement, or if the manager or member engagedin willful misconduct or a knowing violation of the criminal law.

C. No limitation on or elimination of liability adopted pursuant to thissection may be affected by any amendment of the articles of organization oroperating agreement with respect to any act or omission occurring before suchamendment.

(1991, c. 168; 1992, c. 574; 2002, c. 288.)