Rhode Island § 7-16-18 - The Rhode Island Limited Liability Company Act

§ 7-16-18. Limitation of liability of managers.

(a) Subject to subsection (b), the articles of organization or operating agreement may eliminate or limit the personal liability of a manager to the limited liability company or to its members for monetary damages for breach of any duty provided for in § 7-16-17.

(b) No provision permitted under subsection (a) limits or eliminates the liability of a manager for:

(1) Breach of the manager’s duty of loyalty to the limited liability company or its members;

(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(3) The liability imposed pursuant to the provisions of § 7-16-32; or

(4) Any transaction from which the manager derived an improper personal benefit, unless the transaction was with the informed consent of the members or a majority of the disinterested managers. No provision eliminating or limiting the personal liability of a manager will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of organization or operating agreement.