2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS.

302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS.
Subdivision 1. Liability. In addition to any other liabilities, a director who is present at a
meeting and fails to vote against, or who consents in writing to, a distribution made in violation of
section 302A.551, subdivision 1, paragraph (a), or 4, or a restriction contained in the articles or
bylaws or an agreement, and who fails to comply with the standard of conduct provided in section
302A.251, is liable to the corporation, its receiver or any other person winding up its affairs
jointly and severally with all other directors so liable and to other directors under subdivision
3, but only to the extent that the distribution exceeded the amount that properly could have
been paid under section 302A.551.
Subd. 2. Contribution from shareholders. A director against whom an action is brought
under this section with respect to a distribution may implead in that action all shareholders who
received the distribution and may compel pro rata contribution from them in that action to the
extent provided in section 302A.557, subdivision 1.
Subd. 3. Impleader; contribution from directors. A director against whom an action is
brought under this section with respect to a distribution may implead in that action all other
directors who voted for or consented in writing to the distribution and may compel pro rata
contribution from them in that action.
Subd. 4. Statute of limitations. An action shall not be commenced under this section more
than two years from the date of the distribution.
History: 1981 c 270 s 88; 1982 c 497 s 54; 1993 c 17 s 47