State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-135

21-135. Liability for improper distributions.(ULLCA 406) (a) Exceptas otherwise provided in subsection (b) of this section, if a member of amember-managed limited liability company or manager of a manager-managed limitedliability company consents to a distribution made in violation of section 21-134 and in consenting to the distribution fails to comply with section 21-138, the member or manager is personally liable to the company for theamount of the distribution that exceeds the amount that could have been distributedwithout the violation of section 21-134.(b) To the extent theoperating agreement of a member-managed limited liability company expresslyrelieves a member of the authority and responsibility to consent to distributionsand imposes that authority and responsibility on one or more other members,the liability stated in subsection (a) of this section applies to the othermembers and not the member that the operating agreement relieves of authorityand responsibility.(c)A person that receives a distribution knowing that the distribution to thatperson was made in violation of section 21-134 is personally liable to thelimited liability company but only to the extent that the distribution receivedby the person exceeded the amount that could have been properly paid undersection 21-134.(d)A person against which an action is commenced because the person is liableunder subsection (a) of this section may:(1) implead any other person that is subject to liabilityunder subsection (a) of this section and seek to compel contribution fromthe person; and(2)implead any person that received a distribution in violation of subsection(c) of this section and seek to compel contribution from the person in theamount the person received in violation of subsection (c) of this section.(e) An action under thissection is barred if not commenced within two years after the distribution. SourceLaws 2010, LB888, § 35.Operative Date: January 1, 2011