North Carolina § 55A-8-33 - Liability for unlawful loans or distributions.

§ 55A-8-33. Liability for unlawful loans or distributions.

The liabilities imposed by this section are in addition to any other liabilities imposed by law upon directors of a corporation. A director who votes for or assents to the making of a loan or guaranty or other form of security is personally liable to the corporation for the repayment or return of the money or value loaned, with interest thereon at the legal rate until paid, or for any liability of the corporation upon the guaranty, if it is established that he did not perform his duties in compliance with G.S. 55A-8-30 or that the loan or guaranty was made in violation of G.S. 55A-8-32. A director who votes for or assents to a distribution made in violation of Article 13 of this Chapter, Article 14 of this Chapter, or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Article 13 of this Chapter, Article 14 of this Chapter, or the articles of incorporation if it is established that he did not perform his duties in compliance with G.S. 55A-8-30. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. A director held liable under subsection (b) or (c) of this section is entitled to: Contribution from every other director who could be held liable under subsection (b) or (c) of this section for the unlawful loan or distribution; and Reimbursement from each person for the amount he accepted knowing the unlawful loan or distribution was made in violation of G.S. 55A-8-32, Article 13 of this Chapter, or Article 14 of this Chapter, or the articles of incorporation. No action shall be brought against the directors for liability under this section after three years from the time when the cause of action was discovered or ought to have been discovered. History (1985 (Reg. Sess., 1986), c. 801, s. 33; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY This section is an adaptation of former G.S. 55A-28.1, except that subsection (j) of that former section, which allowed creditors to enforce the statutory liabilities of the section in direct actions against directors, was not brought forward because a comparable provision in former G.S. 55-32(1) was not brought forward into the present Chapter 55 . See the last paragraph of the North Carolina Commentary to G.S. 55-14-08 .