§ 2701
632 words·~3 min read·
/ca/corporations-code/2701A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)Subject to Section 2700, directors of a social purpose corporation who approve any of the following corporate actions shall be jointly and severally liable to the social purpose corporation for the benefit of all of the creditors or shareholders entitled to institute an action under subdivision (c):
(1)The making of any distribution to its shareholders to the extent that it is contrary to the provisions of Sections 500 to 503, inclusive.
(2)The distribution of assets to shareholders after institution of dissolution proceedings of the social purpose corporation, without paying or adequately providing for all known liabilities of the social purpose corporation, excluding any claims not filed by creditors within the time limit set by the court in a notice given to creditors under Chapter 18 (commencing with Section 1800) of Division 1, Chapter 20 (commencing with Section 1900) of Division 1, and Chapter 20 (commencing with Section 2000).
(3)The making of any loan or guaranty contrary to Section 2715.
(b)A director who is present at a meeting of the board, or any committee of the board, at which an action specified in subdivision
(a)is taken and who abstains from voting, shall be deemed to have approved the action.
(c)Suit may be brought in the name of the social purpose corporation to enforce the liability as follows:
(1)Under paragraph
(1)of subdivision
(a)against any or all directors liable, by the persons entitled to sue under subdivision
(b)of Section 506.
(2)Under paragraph
(2)or
(3)of subdivision
(a)against any or all directors liable, by any one or more creditors of the social purpose corporation whose debts or claims arose prior to the time of any of the corporate actions specified in paragraph
(2)or
(3)of subdivision
(a)and who have not consented to the corporate action, regardless of whether they have reduced their claims to judgment.
(3)Under paragraph
(3)of subdivision
(a)against any or all directors liable, by any one or more holders of shares outstanding at the time of any corporate action specified in paragraph
(3)of subdivision
(a)who have not consented to the corporate action, without regard to the provisions of Section 2900.
(d)The damages recoverable from a director under this section shall be the amount of the illegal distribution, or if the illegal distribution consists of property, the fair market value of that property at the time of the illegal distribution, plus interest thereon from the date of the distribution at the legal rate on judgments until paid, together with all reasonably incurred costs of appraisal or other valuation, if any, of that property or loss suffered by the social purpose corporation as a result of the illegal loan or guaranty, respectively, but not exceeding the liabilities of the social purpose corporation owed to nonconsenting creditors at the time of the violation and the injury suffered by nonconsenting shareholders.
(e)Any director sued under this section may implead all other directors liable and may compel contribution, either in that action or in an independent action against directors not joined in that action.
(f)Directors liable under this section shall also be entitled to be subrogated to the rights of the social purpose corporation:
(1)With respect to paragraph
(1)of subdivision (a), against shareholders who received the distribution.
(2)With respect to paragraph
(2)of subdivision (a), against shareholders who received the distribution of assets.
(3)With respect to paragraph
(3)of subdivision (a), against the person who received the loan or guaranty.
Any director sued under this section may file a cross-complaint against the person or persons who are liable to the director as a result of the subrogation provided for in this subdivision or may proceed against them in an independent action.