SECTION 607.0834. Liability for unlawful distributions.
Latest version.
1(1) 2A director who votes for or assents to a distribution made in violation of s. 17607.06401, 18s. 19607.1410(1), 20or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating s. 47607.06401, 48s. 49607.1410(1), 50or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with s. 73607.083074. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
94(2) 95A director held liable under subsection (1) for an unlawful distribution is entitled to contribution:
110(a) 111From every other director who could be liable under subsection (1) for the unlawful distribution; and
127(b) 128From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of s. 146607.06401147or the articles of incorporation.
152(3) 153A proceeding under this section is barred unless it is commenced:
164(a) 165Within 2 years after the date on which the effect of the distribution was measured under s. 182607.06401(6)183or (8);
185(b) 186Within 2 years after the date as of which the violation of s. 199607.06401200occurred as the consequence of disregard of a restriction in the articles of incorporation;
214(c) 215Within 2 years after the date on which the distribution of assets to shareholders under s. 231607.1410(1)232was made; or
235(d) 236With regard to contribution or recoupment under subsection (2), within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).
History.-s. 88, ch. 89-154; s. 150, ch. 90-179; s. 29, ch. 97-102; s. 103, ch. 2019-90.
