2011 California Code
Corporations Code
TITLE 2.5. LIMITED LIABILITY COMPANIES [17000 - 17656]
CHAPTER 6. Distributions and Withdrawals
Section 17255
(a) A member or manager who votes for a distribution in violation of the operating agreement or Section 17254 or 17353 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Section 17254 or 17353 or the operating agreement if it is established that the member or manager did not act in compliance with Section 17254 or 17353.
(b) Each member or manager held liable under subdivision (a) for an unlawful distribution is entitled to compel contribution:
(1) From each other member or manager who could be held liable under subdivision (a) for the unlawful distribution.
(2) From each member for the amount the member received with knowledge of facts indicating that the distribution was made in violation of Section 17254 or 17353 or the operating agreement.
(c) A proceeding under this section is barred unless it is commenced within four years after the date on which the effect of the distribution is measured under Section 17254 or 17353.
(Added by Stats. 1994, Ch. 1200, Sec. 27. Effective September 30, 1994.)
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