17-76,110.   Limitations on distribution.(a) A limited liability company shall not make adistribution to a member to theextent that at the time of the distribution, after giving effect to thedistribution, all liabilities of thelimited liability company, other than liabilities to members on account oftheir limited liabilitycompany interests and liabilities for which the recourse of creditors islimited to specified propertyof the limited liability company, exceed the fair value of the assets of thelimited liability company,except that the fair value of property that is subject to a liability for whichthe recourse of creditors is limited shall be included in the assets of thelimited liability company only to the extentthat thefair value of that property exceeds that liability.

      (b)   A member who receives a distribution in violation of subsection (a) ofthis section, andwho knew at the time of the distribution that the distribution violatessubsection (a) of this section,shall be liable to a limited liability company for the amount of thedistribution. A member whoreceives a distribution in violation of subsection (a) of this section, andwho did not know at thetime of the distribution that the distribution violated subsection (a) of thissection, shall not be liablefor the amount of the distribution. Subject to subsection (c) of thissection, this subsection shall notaffect any obligation or liability of a member under an agreement or otherapplicable law for theamount of distribution.

      (c)   Unless otherwise agreed, a member who receives a distribution from alimited liabilitycompany shall have no liability under this act or other applicable law for theamount of thedistribution after the expiration of three years from the date of thedistribution unless an action torecover the distribution from such member is commenced prior to the expirationof such three-yearperiod and an adjudication of liability against such member is made in theaction.

      History:   L. 1999, ch. 119, § 49; Jan. 1, 2000.