Wyoming § 17-29-406 Liability for improper distributions

Wyoming Statutes

§ 17-29-406 — Liability for improper distributions

Wyoming § 17-29-406

Title 17Corporations, Partnerships and Associations

Ch. 29WYOMING LIMITED LIABILITY COMPANY ACT

Art. 4RELATIONS OF MEMBERS TO EACH OTHER AND TO THE

This text of Wyoming § 17-29-406 (Liability for improper distributions) is published on Counsel Stack Legal Research, covering Wyoming primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wyo. Stat. Ann. § 17-29-406 (2026).

Text

(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 su

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(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.