Louisiana Revised Statutes 12:1328 – Liability upon wrongful distribution
Terms Used In Louisiana Revised Statutes 12:1328
- Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization. See Louisiana Revised Statutes 12:1301
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- Operating agreement: means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business. See Louisiana Revised Statutes 12:1301
A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, who knowingly, or without the exercise of reasonable care and inquiry, votes for or assents to a distribution in violation of the articles of organization, an operating agreement, or La. Rev. Stat. 12:1327 shall be jointly and severally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating La. Rev. Stat. 12:1327, the articles of organization, or an operating agreement. Each member shall be liable to the limited liability company for the amount which the member received in violation of this Section.
B. Each member or manager liable under Subsection A of this Section for an unlawful distribution shall be entitled to a contribution from each other member or manager who could be held liable under such Subsection.
C. An action to enforce liability under this Section must be brought within two years from the date of which the effect of the distribution is measured under La. Rev. Stat. 12:1327, except that a member or manager held liable under Subsection A of this Section solely because of having voted for or assented to an unlawful distribution may bring an action to enforce his right of contribution under this Section within two years from the date of payment by the member or manager on account of such liability. These time limits shall not be subject to suspension on any ground, nor to interruption except by timely suit.
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.