Louisiana § RS 12:219 - Liability of subscribers and members

§ RS 12:219. Liability of subscribers and members

A.  A member of a corporation shall not be liable personally for any obligation of the corporation.  

B.  If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the members who knowingly, or without the exercise of reasonable care and inquiry, consented thereto or voted in favor thereof shall be liable in solido to the corporation for the benefit of creditors or members, as their respective and relative interests may appear, for any loss or damage arising therefrom.  

C.  Every member who receives any unlawful distribution of assets shall be liable to the corporation or to creditors of the corporation, or to both, in an amount not exceeding the amount so received by him.  An action to enforce this liability must be brought within two years from the date on which the unlawful distribution was received, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.  

D.  When the directors are held liable solely because of having negligently consented to or participated in any unlawful distribution, payment or return of assets, the directors shall have, to the extent of the payments made by them, a cause and right of action for indemnity against each of the members for the proportionate amount of the unlawful distribution received by such member.  This action must be brought within two years from the date of payment by the directors on account of the liability imposed by R.S. 12:226(D), and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.  

E.  A member shall not be liable for the commission of a prohibited act if he was absent from the meeting of members at which the action was authorized, or if he was present or represented at such meeting, and his dissent therefrom was either noted in the minutes of the meeting or filed promptly thereafter in the registered office of the corporation.  

Acts 1968, No. 105, §1.