SECTION 605.0406. Liability for improper distributions.
Latest version.
1(1) 2Except as otherwise provided in subsection (2), 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 s. 35605.040536and, in consenting to the distribution, fails to comply with s. 47605.04091, 48the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 78605.040579.
80(2) 81To 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 or more other members, the liability in subsection (1) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
141(3) 142A person who receives a distribution knowing that the distribution violated s. 154605.0405155is 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 s. 186605.0405187.
188(4) 189A person against whom an action is commenced because that person is or may be liable under subsection (1) may:
209(a) 210Implead another person who is or may be liable under subsection (1) and seek to enforce a right of contribution from the person; or
234(b) 235Implead a person who received a distribution in violation of subsection (3) and seek to enforce a right of contribution from an impleaded person in the amount the person received in violation of subsection (3).
270(5) 271An action under this section is barred unless commenced within 2 years after the distribution.
