450.4308 Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; comme
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450.4308 Distribution; violating operating agreement or MCL 450.4307; liability of members or managers; presumption of assent; knowledge of violation; contribution; commencement of proceeding.
Sec. 308.
(1)A member or manager that votes for or assents to a distribution in violation of an operating agreement or section 307 is personally liable, jointly and severally, to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or section 307 if it is established that the member or manager did not comply with section 404.
(2)For purposes of liability under subsection (1), a member or manager entitled to participate in a decision to make a distribution is presumed to have assented to a distribution unless the member or manager does 1 of the following:
(a)Votes against the distribution.
(b)Files a written dissent with the limited liability company within a reasonable time after the member or manager has knowledge of the decision.
(3)A member that accepts or receives a distribution with knowledge of facts indicating it is in violation of an operating agreement or section 307 is liable to the limited liability company for the amount the member accepts or receives that exceeds the member's share of the amount that could have been distributed without violating section 307 or the operating agreement.
(4)Each member or manager held liable under subsection
(1)for an unlawful distribution is entitled to contribution from each other member or manager who could be held liable under subsection
(1)or (3). The contribution of a person held liable under both subsections
(1)and
(3)shall not exceed the person's liability under either subsection
(1)or (3), whichever is greater.
(5)A proceeding under this section is barred unless it is commenced within 2 years after the date on which the effect of the distribution is measured under section 307.
History: 1993, Act 23, Eff. June 1, 1993 ;-- Am. 1997, Act 52 , Imd. Eff. July 1, 1997 ;-- Am. 2010, Act 290 , Imd. Eff. Dec. 16, 2010