Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 11. LIMITED LIABILITY COMPANIES · Article 4. FINANCE

14-11-408. Liability upon wrongful distribution.

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

(a)
A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305).#
(b)
Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:#
1. (1)
  From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and#
2. (2)
  From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407.#
(c)
A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

Code 1981, § 14-11-408, enacted by Ga. L. 1993, p. 123, § 1; Ga. L. 2009, p. 108, § 6/HB 308.

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Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, page 1148; merge action: carried; file SHA-256 f2fad2b71b39.