Statute of Limitations for LLC Debts in New York
New York does not establish a separate statute of limitations for LLC debts. Contract debts have a six-year limit under N.Y. C.P.L.R. § 213(2); tort claims have a three-year limit under N.Y. C.P.L.R. § 214(5). The clock starts when the debt accrues or the creditor discovers the breach. The LLC's operating agreement and articles of organization do not alter these statutory deadlines.
Contract Debts vs. Tort Claims
Written and oral contracts (loans, vendor invoices, service agreements) fall under the six-year statute of limitations under N.Y. C.P.L.R. § 213(2). This applies to account stated claims as well. The deadline runs from the date the debt becomes due or the breach occurs.
Tort claims (negligence, property damage, injury) have a three-year limit under N.Y. C.P.L.R. § 214(5). The clock starts when the creditor discovers—or reasonably should discover—the injury or damage.
When the Clock Starts
The limitations period begins when the debt accrues. For loans, this is typically the due date. For open accounts, it is usually the date of the last charge or payment. Partial payments or written acknowledgment of the debt may restart the clock under certain circumstances.
Member Liability Protection
New York LLC Law § 609 shields members from personal liability for LLC debts. Creditors cannot pursue members individually unless they pierce the corporate veil or the LLC was formed fraudulently. This protection does not extend the statute of limitations—it only limits who can be sued.
Judgment Enforcement
Once a creditor obtains a judgment within the applicable statute of limitations, enforcement rights extend for 20 years under N.Y. C.P.L.R. § 213(8). The judgment can be renewed before expiration to extend collection rights further.
Key Takeaways
- Contract debts: 6 years to sue
- Tort claims: 3 years to sue
- Judgments: 20 years to enforce
- No LLC-specific exceptions apply
- Operating agreements cannot override statutory deadlines
Creditors must file suit before the deadline expires or lose the right to collect through litigation. Consult a New York attorney to determine the precise deadline for your specific debt claim and any tolling exceptions that may apply.
This is general information, not legal advice.