The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 004 : RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

• § 4057. Liability for unlawful distributions

  (a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4056 of this title, the articles of organization, or a written operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 4056 of this title, the articles of organization, or a written operating agreement if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with section 4059 of this title.

  (b) A member of a manager-managed limited liability company who knew a distribution was made to such member in violation of section 4056 of this title is personally liable to the limited liability company, but only to the extent that the distribution received by such member exceeded the amount that could properly have been paid under section 4056 of this title.

  (c) A member or manager against whom an action is brought under this section may implead in the action all:

  (1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and

  (2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section.

  (d) A proceeding under this section is barred unless it is commenced within two years after the distribution. (Added 2015, No. 17, § 2.)