17-76,110.Limitations on distribution.
(a) A limited liability company shall not make a
distribution to a member to the
extent that at the time of the distribution, after giving effect to the
distribution, all liabilities of the
limited liability company, other than liabilities to members on account of
their limited liability
company interests and liabilities for which the recourse of creditors is
limited to specified property
of the limited liability company, exceed the fair value of the assets of the
limited liability company,
except that the fair value of property that is subject to a liability for which
the recourse of creditors is limited shall be included in the assets of the
limited liability company only to the extent
that the
fair value of that property exceeds that liability.
(b) A member who receives a distribution in violation of subsection (a) of
this section, and
who knew at the time of the distribution that the distribution violates
subsection (a) of this section,
shall be liable to a limited liability company for the amount of the
distribution. A member who
receives a distribution in violation of subsection (a) of this section, and
who did not know at the
time of the distribution that the distribution violated subsection (a) of this
section, shall not be liable
for the amount of the distribution. Subject to subsection (c) of this
section, this subsection shall not
affect any obligation or liability of a member under an agreement or other
applicable law for the
amount of distribution.
(c) Unless otherwise agreed, a member who receives a distribution from a
limited liability
company shall have no liability under this act or other applicable law for the
amount of the
distribution after the expiration of three years from the date of the
distribution unless an action to
recover the distribution from such member is commenced prior to the expiration
of such three-year
period and an adjudication of liability against such member is made in the
action.
17-76,110.Limitations on distribution.
(a) A limited liability company shall not make a
distribution to a member to the
extent that at the time of the distribution, after giving effect to the
distribution, all liabilities of the
limited liability company, other than liabilities to members on account of
their limited liability
company interests and liabilities for which the recourse of creditors is
limited to specified property
of the limited liability company, exceed the fair value of the assets of the
limited liability company,
except that the fair value of property that is subject to a liability for which
the recourse of creditors is limited shall be included in the assets of the
limited liability company only to the extent
that the
fair value of that property exceeds that liability.
(b) A member who receives a distribution in violation of subsection (a) of
this section, and
who knew at the time of the distribution that the distribution violates
subsection (a) of this section,
shall be liable to a limited liability company for the amount of the
distribution. A member who
receives a distribution in violation of subsection (a) of this section, and
who did not know at the
time of the distribution that the distribution violated subsection (a) of this
section, shall not be liable
for the amount of the distribution. Subject to subsection (c) of this
section, this subsection shall not
affect any obligation or liability of a member under an agreement or other
applicable law for the
amount of distribution.
(c) Unless otherwise agreed, a member who receives a distribution from a
limited liability
company shall have no liability under this act or other applicable law for the
amount of the
distribution after the expiration of three years from the date of the
distribution unless an action to
recover the distribution from such member is commenced prior to the expiration
of such three-year
period and an adjudication of liability against such member is made in the
action.
17-76,110.Limitations on distribution.
(a) A limited liability company shall not make a
distribution to a member to the
extent that at the time of the distribution, after giving effect to the
distribution, all liabilities of the
limited liability company, other than liabilities to members on account of
their limited liability
company interests and liabilities for which the recourse of creditors is
limited to specified property
of the limited liability company, exceed the fair value of the assets of the
limited liability company,
except that the fair value of property that is subject to a liability for which
the recourse of creditors is limited shall be included in the assets of the
limited liability company only to the extent
that the
fair value of that property exceeds that liability.
(b) A member who receives a distribution in violation of subsection (a) of
this section, and
who knew at the time of the distribution that the distribution violates
subsection (a) of this section,
shall be liable to a limited liability company for the amount of the
distribution. A member who
receives a distribution in violation of subsection (a) of this section, and
who did not know at the
time of the distribution that the distribution violated subsection (a) of this
section, shall not be liable
for the amount of the distribution. Subject to subsection (c) of this
section, this subsection shall not
affect any obligation or liability of a member under an agreement or other
applicable law for the
amount of distribution.
(c) Unless otherwise agreed, a member who receives a distribution from a
limited liability
company shall have no liability under this act or other applicable law for the
amount of the
distribution after the expiration of three years from the date of the
distribution unless an action to
recover the distribution from such member is commenced prior to the expiration
of such three-year
period and an adjudication of liability against such member is made in the
action.