§ 35-8-605 — Liability Upon Wrongful Distribution

35-8-605 . Liability upon wrongful distribution. (1) A member or manager who votes for or assents to a distribution in violation of the articles of organization, the operating agreement, or 35-8-604 is personally liable to the limited liability company, but not to other persons, for the amount of the distribution that exceeds what could have been distributed without violating 35-8-604 or the articles of organization or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with 35-8-310 .
(2) A member of a manager-managed company who knew a distribution was made in violation of 35-8-604 , the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by that member exceeded the amount that could have properly been paid to that member under 35-8-604 .
(3) A member or manager against whom an action is brought under this section may implead in the action:
(a) other members and managers who voted for or assented to the distribution in violation of subsection (1) and may compel contribution from them; and
(b) members who received a distribution in violation of subsection (2) and may compel a contribution from the members in the amount received in violation of subsection (2).
(4) A proceeding under this section is barred unless it is commenced within 2 years after the date of the distribution.

Legislative History

En. Sec. 36, Ch. 120, L. 1993; amd. Sec. 25, Ch. 302, L. 1999.