N.D. Cent. Code § 10-32.1-26
This is the official text of N.D. Cent. Code § 10-32.1-26, part of North Dakota’s Cent. Code — part of the compiled statutory law of North Dakota, published by the state as "Cent. Code." Browse the sections below, each linked to its official government source.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
10-32.1-26. Liability of members, managers, and governors
Official statutory text
10-32.1-26. Liability of members, managers, and governors
1. The debts, obligations, or other liabilities of a limited liability company, whether arising
in contract, tort, or otherwise:
a. Are solely the debts, obligations, or other liabilities of the company; and
b. Do not become the debts, obligations, or other liabilities of a member, manager,
or governor solely by reason of the member acting as a member, manager acting
as a manager, or governor acting as a governor.
2. The failure of a limited liability company to observe formalities relating exclusively to
the management of its internal affairs is not a ground for imposing liability on the
members, managers, or governors for the debts, obligations, or other liabilities of the
company.
3. Except as relates to the failure of a limited liability company to observe any formalities
relating exclusively to the management of its internal affairs, the case law that states
the conditions and circumstances under which the corporate veil of a corporation may
be pierced under North Dakota law also applies to limited liability companies.
1. The debts, obligations, or other liabilities of a limited liability company, whether arising
in contract, tort, or otherwise:
a. Are solely the debts, obligations, or other liabilities of the company; and
b. Do not become the debts, obligations, or other liabilities of a member, manager,
or governor solely by reason of the member acting as a member, manager acting
as a manager, or governor acting as a governor.
2. The failure of a limited liability company to observe formalities relating exclusively to
the management of its internal affairs is not a ground for imposing liability on the
members, managers, or governors for the debts, obligations, or other liabilities of the
company.
3. Except as relates to the failure of a limited liability company to observe any formalities
relating exclusively to the management of its internal affairs, the case law that states
the conditions and circumstances under which the corporate veil of a corporation may
be pierced under North Dakota law also applies to limited liability companies.
Status: in_force · Read it on the official government site
Need a lawyer in North Dakota?
Find a North Dakota lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.