(RULLCA 406) (a) Except
as otherwise provided in subsection (b) of this section, if a member of a
member-managed limited liability company or manager of a manager-managed limited
liability company consents to a distribution made in violation of section 21-134 and in consenting to the distribution fails to comply with section 21-138 , the member or manager is personally liable to the company for the
amount of the distribution that exceeds the amount that could have been distributed
without the violation of section 21-134 .
(b)To the extent the
operating agreement of a member-managed limited liability company expressly
relieves a member of the authority and responsibility to consent to distributions
and imposes that authority and responsibility on one or more other members,
the liabilit
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(RULLCA 406) (a) Except
as otherwise provided in subsection (b) of this section, if a member of a
member-managed limited liability company or manager of a manager-managed limited
liability company consents to a distribution made in violation of section 21-134 and in consenting to the distribution fails to comply with section 21-138 , the member or manager is personally liable to the company for the
amount of the distribution that exceeds the amount that could have been distributed
without the violation of section 21-134 .
(b) To the extent the
operating agreement of a member-managed limited liability company expressly
relieves a member of the authority and responsibility to consent to distributions
and imposes that authority and responsibility on one or more other members,
the liability stated in subsection (a) of this section applies to the other
members and not the member that the operating agreement relieves of authority
and responsibility.
(c)
A person that receives a distribution knowing that the distribution to that
person was made in violation of section 21-134 is personally liable to the
limited liability company but only to the extent that the distribution received
by the person exceeded the amount that could have been properly paid under
section 21-134 .
(d)
A person against which an action is commenced because the person is liable
under subsection (a) of this section may:
(1) implead any other person that is subject to liability
under subsection (a) of this section and seek to compel contribution from
the person; and
(2)
implead any person that received a distribution in violation of subsection
(c) of this section and seek to compel contribution from the person in the
amount the person received in violation of subsection (c) of this section.
(e) An action under this
section is barred if not commenced within two years after the distribution.