§ 14-11-408 — Liability upon wrongful distribution

(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407 , if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305 ). (b) Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution: (1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and (2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407 . (c) A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407 .

Legislative History

Amended by 2009 Ga. Laws 38,§ 6, eff. 7/1/2009.