2010 Hawaii Code
DIVISION 2. BUSINESS
TITLE 23. CORPORATIONS AND PARTNERSHIPS
414. Hawaii Business Corporation Act
§414-223 Liability for unlawful distributions.

[§414-223] Liability for unlawful distributions. (a) A director who votes for or assents to a distribution made in violation of section 414-111 or 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 section 414-111 or the articles of incorporation, if it is established that the director did not perform the director's duties in compliance with section 414-221. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution:

(1) From every other director who could be held liable under subsection (a) for the unlawful distribution; and

(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 414-111 or the articles of incorporation.

(c) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution was measured under section 414-111(e) or (g).

(d) Nothing in this chapter shall prohibit the distribution of assets to shareholders permitted or authorized by the Federal Housing Commissioner by any corporation organized for the purpose of providing housing for rent pursuant to regulations of the Federal Housing Commissioner under the provisions of Title VIII of the National Housing Act, as amended, where the principal assets of the corporation consist of real property belonging to the United States and leased to the corporation pursuant to Title VIII of the National Housing Act as amended or supplemented from time to time. [L 2000, c 244, pt of §1]