Indiana § 23-1-35-4 Unlawful distribution; liability; contribution

Indiana Statutes

§ 23-1-35-4 — Unlawful distribution; liability; contribution

Indiana § 23-1-35-4

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 1INDIANA BUSINESS CORPORATION LAW

Ch. 35Standards of Conduct for Directors

This text of Indiana § 23-1-35-4 (Unlawful distribution; liability; contribution) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-1-35-4 (2026).

Text

(a)Subject to section 1(e) of this chapter, a director who votes for or assents to a distribution made in violation of this article or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this article or the articles of incorporation.

(b)A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:

(1)from every other director who voted for or assented to the distribution, subject to section 1(e) of this chapter; and

(2)from each shareholder for the amount the shareholder accepted.

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(a) Subject to section 1(e) of this chapter, a
director who votes for or assents to a distribution made in violation of
this article or the articles of incorporation is personally liable to the
corporation for the amount of the distribution that exceeds what could
have been distributed without violating this article or the articles of
incorporation.
(b) A director held liable for an unlawful distribution under
subsection (a) is entitled to contribution:
(1) from every other director who voted for or assented to the
distribution, subject to section 1(e) of this chapter; and
(2) from each shareholder for the amount the shareholder
accepted.