2020 Indiana Code
Title 23. Business and Other Associations
Article 18. Limited Liability Companies
Chapter 5. Finance
23-18-5-7. Unlawful Distributions; Liability
Sec. 7. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or section 6 of this chapter is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating the operating agreement or section 6 of this chapter or if it is established that the member or manager did not act in compliance with section 6 of this chapter.
(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution from the following:
(1) Each other member or manager who could be held liable under subsection (a) for the unlawful distribution.
(2) Each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or section 6 of this chapter.
(c) A proceeding under this section is barred unless it is commenced not more than two (2) years after the date on which the effect of the distribution is measured under section 6 of this chapter.
As added by P.L.8-1993, SEC.301.
