(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or § 7-16-31. (b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution: (1) From each other member or manager who could be held liable under subsection (a) for the unlawful distribution; and (2) From each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or § 7-16-31. (c) 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 § 7-16-31. History of Section.P.L. 1992, ch. 280, § 1.
Rhode Island Legal Code