N.Y. Cooperative Corporations Law Section 47
Liability of members


Members of a cooperative corporation shall not be personally liable for its debts, unless otherwise provided in its certificate of incorporation; provided, however, that each member and director shall jointly and severally be personally liable for all debts due to any of its laborers, servants or employees, other than contractors, for services performed by them for it as defined by section six hundred thirty (b) of the business corporation law. The liability imposed by this paragraph shall be subject to the notice and limitation of action provisions, set out in section six hundred thirty (a) of the business corporation law, and shall be subject to section six hundred thirty (c) of such law.


Every contract, made by the corporation with third parties, for the sale or other disposition of products which the corporation has contracted with members or non-members to market for them, shall in all respects be deemed to be the obligation of the corporation, whether the corporation made such contract as principal or as agent.

Source: Section 47 — Liability of members, https://www.­nysenate.­gov/legislation/laws/CCO/47 (updated Sep. 22, 2014; accessed Nov. 25, 2023).

Nov. 25, 2023

Last modified:
Sep. 22, 2014

§ 47’s source at nysenate​.gov

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