North Dakota § 45-10.2-54 (509) Liability for improper distributions

North Dakota Statutes

§ 45-10.2-54 — (509) Liability for improper distributions

North Dakota § 45-10.2-54

Title 45Partnerships

Ch. 45-10.2Uniform Limited Partnership Act

This text of North Dakota § 45-10.2-54 ((509) Liability for improper distributions) is published on Counsel Stack Legal Research, covering North Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.D. Cent. Code § 45-10.2-54 (2026).

Text

1.A general partner that consents to a distribution made in violation of section 45-10.2-53 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the general partner failed to comply with section 45-10.2-44.

2.A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 45-10.2-53 is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 45-10.2-53.

3.A general partner against which an action is co

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1. A general partner that consents to a distribution made in violation of section
45-10.2-53 is personally liable to the limited partnership for the amount of the
distribution which exceeds the amount that could have been distributed without the
violation if it is established that in consenting to the distribution the general partner
failed to comply with section 45-10.2-44.
2. A partner or transferee that received a distribution knowing that the distribution to that
partner or transferee was made in violation of section 45-10.2-53 is personally liable to
the limited partnership but only to the extent that the distribution received by the
partner or transferee exceeded the amount that could have been properly paid under
section 45-10.2-53.
3. A general partner against which an action is commenced under subsection 1 may:
a. Implead in the action any other person that is liable under subsection 1 and
compel contribution from the person; and
b. Implead in the action any person that received a distribution in violation of
subsection 2 and compel contribution from the person in the amount the person
received in violation of subsection 2.
4. An action under this section is barred if it is not commenced within two years after the
distribution.