Section 10.50.320. Liability of members receiving prohibited distributions; suit against members.

   (a) A member of a limited liability company who receives a distribution prohibited by this chapter with knowledge of facts indicating the impropriety of the distribution is liable to the company for the benefit of all of the creditors or members entitled to institute an action under (b) of this section for the amount received by the member with interest at the legal rate on judgments until paid. The liability of the member under this subsection may not exceed the liabilities of the company owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting members.
   (b) Suit may be brought in the name of the company to enforce the liability to
        (1) creditors arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more creditors of the company whose debts or claims arose before the time of the distribution to members and who have not consented to the distribution, whether or not they have reduced their claims to judgment; or
        (2) members arising under (a) of this section for a violation of AS 10.50.305 against any or all members liable by any one or more members holding preferred limited liability company interests outstanding at the time of the distribution who have not consented to the distribution, without regard to the provisions of AS 10.50.735.
   (c) A member sued under this section may compel contribution from all other members liable under this section.
   (d) This section does not affect the liability that a member may have under other applicable law.

Authorities

10.50.735

Notes

References

AS 10.50.735 Authority to sue on behalf of company.

History

(Sec. 1 ch 99 SLA 1994)