---
urn: urn:us-la:rs:12:1315
citation: "R.S. 12:1315"
status: active
breadcrumb: "Title 12 › Chapter 22 › Part III"
acts_citations:
  - { year: 1992, number: 780, section: 2, effective_date: 1992-07-07, role: enactment }
---

# Limitation of liability and indemnification of members and managers

A. Subject to Subsection B of this Section, the articles of organization or a written operating agreement may:

(1) Eliminate or limit the personal liability of a member or members, if management is reserved to the members, or a manager or managers, if management is vested in one or more managers pursuant to R.S. 12:1312, for monetary damages for breach of any duty provided for in R.S. 12:1314.

(2) Provide for indemnification of a member or members, or a manager or managers, for judgments, settlements, penalties, fines, or expenses incurred because he is or was a member or manager.

B. No provision permitted under Subsection A shall limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of a criminal law.