---
title: O.C.G.A. § 14-11-408. Liability upon wrongful distribution.
collection: code
id: 14-11-408
cite_as: O.C.G.A. § 14-11-408 (2025)
canonical_url: https://georgiacommons.org/code/14-11-408
md_url: https://georgiacommons.org/code/14-11-408.md
text_url: https://georgiacommons.org/code/14-11-408/text
source_url: https://www.legis.ga.gov/api/document/docs/default-source/joint-features-document-library/t14-(v12)-2017-pdf.pdf?sfvrsn=507372ea_0#page=1148
date: 2025
status: active
corpus_version: 2025-supplement-89aa39ab3c68
license: CC0-1.0
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
up: https://georgiacommons.org/code/14-11.md
previous: https://georgiacommons.org/code/14-11-407.md
next: https://georgiacommons.org/code/14-11-409.md
index: https://georgiacommons.org/code/index.md
version: the only printed version
in_force: true
current_through: Including Acts of the 2025 Regular Session of the General Assembly
heading_path: CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS / LIMITED LIABILITY COMPANIES / FINANCE
---

# O.C.G.A. § 14-11-408. Liability upon wrongful distribution.

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

(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.

## History

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