PARRIS N. GLENDENING, Governor                             Ch. 657

4A-301.

(A) Except as otherwise provided by this title, no member shall be personally
liable for the obligations of the limited liability company, whether arising in contract, tort
or otherwise, solely by reason of being a member of the limited liability company.

(B) SUBSECTION (A) OF THIS SECTION SHALL NOT AFFECT THE LIABILITY OF
A MEMBER OF A LIMITED LIABILITY COMPANY FOR DEBTS AND OBLIGATIONS OF
THE LIMITED LIABILITY COMPANY THAT ARISE FROM ANY NEGLIGENT OR
WRONGFUL ACT OR OMISSION OF THE MEMBER OR OF ANOTHER MEMBER,
EMPLOYEE, OR AGENT OF THE LIMITED LIABILITY COMPANY IF THE MEMBER IS
NEGLIGENT IN APPOINTING, DIRECTLY SUPERVISING, OR COOPERATING WITH THE
OTHER MEMBER, EMPLOYEE, OR AGENT.

[4A-301.1.

(a) (1) An individual who renders a professional service in this State as an
employee of a domestic or foreign limited liability company is liable for a negligent or
wrongful act or omission in which the individual personally participated to the same
extent as if the individual rendered the service as a sole practitioner.

(2) An individual who renders a professional service in this State as an
employee of a domestic or foreign limited liability company is not liable for a negligent or
wrongful act or omission of another employee or member of the limited liability company
unless the employee is negligent in appointing, supervising, or cooperating with the other
employee or member.

(b) A domestic or foreign limited liability company whose employees perform
professional services within the scope of their employment or within the scope of the
employees' apparent authority to act for the limited liability company is liable to the same
extent as its employees.

(c) The personal liability of a member of a domestic or foreign limited liability
company that provides professional services is no greater in any respect than the liability
of a member of a limited liability company which is not engaged in rendering professional
services.]

4A-401.

(d) Unless the members unanimously consent or unless all other members have
abandoned the business, no member has authority to:

(1) Assign the property of the limited liability company in trust for creditors
or on the assignee's promise to pay the debts of the limited liability company;

(2) Dispose of the goodwill of the business; OR

(3) Do any other act which would make it impossible to carry on the
ordinary business of the limited liability company[;

(4) Confess a judgment; or

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