Massachusetts § 35 Liability for distribution in excess of terms of operating agreement

Massachusetts Statutes

§ 35 — Liability for distribution in excess of terms of operating agreement

Massachusetts § 35

Part IADMINISTRATION OF THE GOVERNMENT

Title XXIICORPORATIONS

Ch. 156CLIMITED LIABILITY COMPANY ACT

This text of Massachusetts § 35 (Liability for distribution in excess of terms of operating agreement) is published on Counsel Stack Legal Research, covering Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mass. Gen. Laws ch. 156C, § 35 (2026).

Text

Section 35.

(a)A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement.

(b)Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:

(1)from each other member or manager who could be held liable under said subsection (a) for the unlawful distribution; and(2) from each member for the amount the member received knowing that the distribution was made in violation of the operating agreement.

(c)A proceeding under this section is barred unless it is commenced within two years after the date of the distribution.

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Section 35. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement.(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:(1) from each other member or manager who could be held liable under said subsection (a) for the unlawful distribution; and(2) from each member for the amount the member received knowing that the distribution was made in violation of the operating agreement.(c) A proceeding under this section is barred unless it is commenced within two years after the date of the distribution.

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Massachusetts § 35, Counsel Stack Legal Research, https://law.counselstack.com/statute/ma/156C/35.