8922 - Liability of members.
§ 8922. Liability of members. (a) General rule.--Except as provided in subsection (e), the members of a limited liability company shall not be liable, solely by reason of being a member, under an order of a court or in any other manner for a debt, obligation or liability of the company of any kind or for the acts of any member, manager, agent or employee of the company. (b) Professional relationship unaffected.--Subsection (a) shall not afford members of a professional company with greater immunity than is available to the officers, shareholders, employees or agents of a professional corporation. See section 2925 (relating to professional relationship retained). (c) Disciplinary jurisdiction unaffected.--A professional company shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the court, department, board, commission or other government unit regulating the profession in which the company is engaged. The court, department, board or other government unit may require that a company include in its certificate of organization or operating agreement provisions that conform to any rule or regulation heretofore or hereafter promulgated for the purpose of enforcing the ethics of a profession. This chapter shall not affect or impair the disciplinary powers of the court, department, board, commission or other government unit over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person rendering professional services and the person receiving professional services. (d) Conflict of laws.--The personal liability of a member of a company to any person or in any action or proceeding for the debts, obligations or liabilities of the company or for the acts of other members, managers, employees or agents of the company shall be governed solely and exclusively by this chapter and the laws of this Commonwealth. Whenever a conflict arises between the laws of this Commonwealth and the laws of any other state with regard to the liability of members of a company organized and existing under this chapter for the debts, obligations and liabilities of the company or for the acts of the other members, managers, employees or agents of the company, the laws of this Commonwealth shall govern in determining such liability. (e) Expansion of liability.--The certificate of organization may provide that some or all of the members shall be liable for some or all of the debts, obligations and liabilities of the company to the extent and under the circumstances provided in the certificate. (f) Medical professional liability.--A professional company shall be deemed to be a partnership for purposes of section 811 of the act of October 15, 1975 (P.L.390, No.111), known as the Health Care Services Malpractice Act. (g) Cross reference.--See section 8904(b) (relating to rules for cases not provided for in this chapter). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended the section heading and subsecs. (a), (b) and (d), relettered former subsec. (e) to subsec. (g) and added subsecs. (e) and (f). Cross References. Section 8922 is referred to in section 8932 of this title.