2018 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 11 - Limited Liability Companies
Article 4 - Finance
§ 14-11-408. Liability upon wrongful distribution

Universal Citation: GA Code § 14-11-408 (2018)
  • (a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305).

  • (b) Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:

    • (1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and

    • (2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407.

  • (c) A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407.

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