2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-606 - Liability for wrongful distribution.

§ 79-29-606. Liability for wrongful distribution.
 

(1)  A member or manager who votes for or assents to a distribution in violation of the certificate of formation or limited liability company agreement or Section 79-29-605 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Section 79-29-605 or the certificate of formation or limited liability company agreement if it is established that such member or manager did not act in compliance with Section 79-29-605. 

(2)  Each member or manager held liable under subsection (1) for an unlawful distribution is entitled to contribution: 

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

(b) From each member for the amount the member received knowing that the distribution was made in violation of Section 79-29-605, the certificate of formation or the limited liability company agreement. 

(3)  A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under Section 79-29-605. 
 

Sources: Laws,  1994, ch. 402, § 42, eff from and after July 1, 1994.