Nevis Limited Liability Company Ordinance

PART IV
RELATIONSHIP OF
THE LIMITED LIABILITY COMPANY
AND ITS MEMBERS TO THIRD PARTIES
Effect of 18. A limited liability company shall be a legal entity with separate
organization rights and liabilities, distinct from its members or managers. Any estate or interest in
property may be acquired, held and conveyed in the name of the limited liability
company and title to any estate or interest so acquired vests in the limited liability
company.
Liability to 19. (1) The limited liability company shall be solely liable for
third parties its own debts, obligations and liabilities.
(2) Notwithstanding any other law, unless liability for limited liability company
debts, obligations or liabilities has been assumed by the person against whom
liability is asserted pursuant to subsection (3) by such person, no manager,
officer, member, employee or agent of a limited liability company, or other
person, shall be liable for (i) limited liability company debts, obligations or
liabilities , whether arising in contact, tort or otherwise, solely by reason of
being a manager, officer, member, employee or agent of the limited liability
company or (ii) the acts or omissions of any other manager, officer, member,
employee or agent of the limited liability company. The failure of a limited
liability company to observe the usual company formalities or requirements
relating to the exercise of its powers or management of its business is not a
ground for imposing personal liability on the members or managers for
liabilities of the company.
(3) Any or all members may assume liability for any or all debts and obligations
of the limited liability company.
(4) Nothing in this section shall be interpreted as limiting the criminal liability
of any person under any criminal statute.
Limited 20. The limited liability company shall be a proper plaintiff in a
liability assert a legal right of the limited liability company and a proper
company as defendant in a suit to assert a legal right against the limited
proper party liability company; and the naming of a member, manager or
to action employee of the limited liability company as a party to a suit in Nevis or elsewhere to
represent the limited liability company is subject to a motion to dismiss if such party is
the sole party to sue or defend, or subject to a motion for misjoinder if such party is
joined with another party who is a proper party and has been joined only to represent
the limited liability company.