1. Personal liability for wrongful distribution. A member or manager who votes for or assents to a distribution in violation of the operating agreement, articles of organization or section 675 is personally liable to a limited liability company for the amount of the distribution that exceeds what could have been distributed without violating section 675, articles of organization or the operating agreement if it is established that the member or manager did not act in compliance with section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Contribution for personal liability. Each member or manager held liable under subsection 1 for a wrongful distribution is entitled to contribution:
A. From each other member or manager who could be held liable under subsection 1 for the unlawful distribution; and [1993, c. 718, Pt. A, §1 (NEW).]
B. From each member for the amount that member received knowing that the distribution was made in violation of section 675, articles of organization or the operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Limitation on actions for wrongful distribution. A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the distribution is measured under section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
1. Personal liability for wrongful distribution. A member or manager who votes for or assents to a distribution in violation of the operating agreement, articles of organization or section 675 is personally liable to a limited liability company for the amount of the distribution that exceeds what could have been distributed without violating section 675, articles of organization or the operating agreement if it is established that the member or manager did not act in compliance with section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Contribution for personal liability. Each member or manager held liable under subsection 1 for a wrongful distribution is entitled to contribution:
A. From each other member or manager who could be held liable under subsection 1 for the unlawful distribution; and [1993, c. 718, Pt. A, §1 (NEW).]
B. From each member for the amount that member received knowing that the distribution was made in violation of section 675, articles of organization or the operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Limitation on actions for wrongful distribution. A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the distribution is measured under section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
1. Personal liability for wrongful distribution. A member or manager who votes for or assents to a distribution in violation of the operating agreement, articles of organization or section 675 is personally liable to a limited liability company for the amount of the distribution that exceeds what could have been distributed without violating section 675, articles of organization or the operating agreement if it is established that the member or manager did not act in compliance with section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Contribution for personal liability. Each member or manager held liable under subsection 1 for a wrongful distribution is entitled to contribution:
A. From each other member or manager who could be held liable under subsection 1 for the unlawful distribution; and [1993, c. 718, Pt. A, §1 (NEW).]
B. From each member for the amount that member received knowing that the distribution was made in violation of section 675, articles of organization or the operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Limitation on actions for wrongful distribution. A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the distribution is measured under section 675.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
