§ 17-29-406 — Liability for improper distributions

(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 W.S.
17-29-405 and in consenting to the distribution fails to comply
with W.S. 17-29-409, 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 W.S. 17-29-405.
(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 (1) 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 W.S.
17-29-405 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 W.S. 17-29-405.
(d) A person against which an action is commenced because
the person is liable under subsection (a) of this section may:
(i) Implead any other person that is subject to
liability under subsection (a) of this section and seek to
compel contribution from the person; and
(ii) 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 (2) years after the distribution.