Statutory limitation of liability is not absolute
The limitation of liability of business owners and professional practitioners created by statute for corporations, limited liability companies, professional partnerships, and limited partnerships, differs from state to state and can be pierced under a variety of circumstances. The choice of a state usually constitutes a choice of the laws that will apply to that entity and its owners. A professional is responsible for his or her own acts as well as the acts of others under their supervision. The owner or owners of an entity such as a corporation or limited liability company may be held responsible for the obligations of the entity, or vice versa, under a totality or circumstances analysis. The courts look at such factors as accuracy of record keeping, segregation of assets, maintaining distinct and separate relationships, holding out, appearances, as well as observing the formalities attendant to that form as required by statute, the entity’s own operating agreement, and/or by laws. Forming a limited partnership, professional partnership, corporation, limited liability company, or other entity is a beginning.
Best practices suggest that a close working relationship with qualified and experienced legal counsel will minimize the risk of losing the statutory protections offered for these forms of business and professional practice.
Call business lawyer C. Stephen Gurdin Jr. at his Wilkes-Barre office today at 570.826.0481, toll free at 800-221-0618, fax 570-822-7780, email Stephen@gurdinlaw.com to schedule a free consultation
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