Pennsylvania § 1553 Liability for unlawful dividends and other distributions

Pennsylvania Statutes

§ 1553 — Liability for unlawful dividends and other distributions

Pennsylvania·Title 15 CORPORATIONS AND UNINCORPORATED ASSOCIATIONS·Part PART II·Ch. 15 CORPORATE POWERS, DUTIES AND SAFEGUARDS·Subch. CORPORATE FINANCE

(a)Directors.--Except as otherwise provided pursuant to section 1713 (relating to personal liability of directors), a director who votes for or assents to any dividend or other distribution contrary to the provisions of this subpart or contrary to any restrictions contained in the bylaws shall, if he has not complied with the standard provided in or pursuant to section 1712 (relating to standard of care, justifiable reliance and business judgment rule), be liable to the corporation, jointly and severally with all other directors so voting or assenting, for the amount of the dividend that is paid or the value of the other distribution in excess of the amount of the dividend or other distribution that could have been made without a violation of the provisions of this subpart or the restrict

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(a) Directors.--Except as otherwise provided pursuant to section 1713 (relating to personal liability of directors), a director who votes for or assents to any dividend or other distribution contrary to the provisions of this subpart or contrary to any restrictions contained in the bylaws shall, if he has not complied with the standard provided in or pursuant to section 1712 (relating to standard of care, justifiable reliance and business judgment rule), be liable to the corporation, jointly and severally with all other directors so voting or assenting, for the amount of the dividend that is paid or the value of the other distribution in excess of the amount of the dividend or other distribution that could have been made without a violation of the provisions of this subpart or the restrictions in the bylaws.

(b) Contribution by shareholders.--Any director against whom a claim is asserted under or pursuant to this section for the making of a distribution and who is held liable thereon shall be entitled to contribution from the shareholders who accepted or received any such distribution, knowing the distribution to have been made in violation of this subpart, in proportion to the amounts received by them.

(c) Contribution by other directors.--Any director against whom a claim is asserted under or pursuant to this section shall be entitled to contribution from any other director who voted for or assented to the action upon which the claim is asserted and who did not comply with the standard provided by or pursuant to this subpart for the performance of the duties of directors.

(d) Limitation of actions.--See 42 Pa.C.S. § 5524(5) (relating to two year limitation).

(e) Contrary articles ineffective.--Except as provided by subsection (a), this section may not be varied by any provision of the articles.

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Legislative History

(Dec. 19, 1990, P.L.834, No.198, eff. imd.; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days) 2022 Amendment.Act 122 amended subsec. (a). 1990 Amendment.Act 198 amended subsec. (a) and added subsec. (e).