June 12, 2020
2020年 6月 12日

The general rule is that LLC members (“members” are shareholders of LLCs) are not personally liable for the debts of the LLC. Although a member may act on behalf of the LLC, those acts generally do not subject the member to personal liability. Members need to be careful to sign contracts and take actions clearly in the name of the LLC to achieve this result. However, if a member signs a personal guaranty for the actions of the LLC (such as contracts, loans, leases, credit cards, etc.), then that member has agreed to be held personally liability for that limited purpose.  

总的规则是LLC成员(“成员”相当于LLC的股东)不需要为LLC的债务承担个人责任。尽管某个成员可以代表LLC行为，这些行为一般不会让成员受到个人责任。成员需要谨慎的签署合同并且在完成这些目标时明确的以LLC的名义采取行动。但是，如果某个成员为LLC的行为（比如合同、贷款、租赁、信用卡等）签署了个人担保，则该成员同意为该项目的承担个人责任。

A creditor or plaintiff may ‘pierce the veil’ of the LLC in the event the member does not treat the LLC properly as a business entity. This could happen, for example, if the member pays personal expenses out of the LLC’s bank account or vice versa (commingling personal and business funds). It could also be a result of not following requirements set forth in the LLC operating agreement – so be very careful not to include requirements unless you plan to follow them. Read your operating agreement carefully and make sure it is customized to your situation, then re-read it on occasion to update it as necessary for consistency with your actual practices.  

如果成员不能正确的将LLC作为一个经营机构对待，债权人或原告可以穿透LLC的面纱。这种情况可能在一些情况下发生，例如某个成员从LLC银行账户支取用于个人花费或者反之（使个人和公司资金混同）。如果未能遵守LLC经营协议规定的要求也可能产生同样的结果 – 因此需要格外小心，除非你已经准备遵守否则不要包含那些要求。仔细阅读你的经营协议，确认符合你的实际情况，然后还需要经常再审阅并更新它的内容，让它与你的实际情况相符。

Regardless of how careful you are with your LLC, a member may still be held personally responsible if the member caused the event, or was negligent in hiring or supervising the person who caused the problem. Putting your apartment building in an LLC is a good first step. However, if you are not a licensed electrician and you personally do some shoddy electrical work that results in a fire in the building, anyone damaged by the fire will likely sue both the LLC as the owner of the building and you personally as the person who was negligent. Likewise, if you don’t do the work but hire someone else to do it and fail to check that they are properly licensed, you may be held responsible for negligent hiring. And if you hire a licensed electrician but you have reason to know he has a drinking problem and let him do the work without supervision anyway, you can be held personally liable for negligence.

不管你对LLC多么小心，当成员造成事故或者对于造成事故者的聘用或监督存在疏忽，该成员仍不免要承担个人责任。把你的大楼放在LLC中是一个不错的第一步。但是，如果你不是一个有资质的电气工而你个人的某些糟糕的电气工作导致大楼火灾的话，任何因为火灾受损害的人都可以起诉大楼所有者以及因为疏忽而需要承担个人责任的你。与之类似，如果你不做某项工作而是让他人来做，但是没有检查他们是否有良好资质，你也可能因为聘用过错而承担责任。如果你聘用了一个有资质的电气工，但你有理由知道他存在酗酒问题而仍放任他在没有监督下工作，你可能因为过失而负有个人责任。

Finally, there are some statutory limits to a member’s protections – such as violations of the Environmental Protection Act, failing to pay payroll taxes to the IRS, and other legal violations.   

最后，成员的保护有一些法律上的限制，例如违反环境保护法、未向税务局缴纳薪金税以及其他违法情况。

An LLC is good protection but must be combined with adequate insurance and appropriate management.

LLC是个不错的保护，但是必须与合适的保险和适当管理相结合。

By: Tamara B. Pow, Esq., a founding partner of Strategy Law, LLP
作者：Strategy Law, LLP 创始合伙人Tamara B. Pow, Esq.

This article is one of a series of FAQs for LLCs by Tamara B. Pow.

这篇文章是Tamara B. Pow写的关于LLC的系列问答之一。