Vermont § 4057 - Liability for unlawful distributions

§ 4057. Liability for unlawful distributions

• (a) A member of a member-managed limited liability company or a member or manager of a
  manager-managed company who votes for or assents to a distribution made in violation
  of section 4056 of this title, the articles of organization, or a written operating agreement is personally liable
  to the company for the amount of the distribution which exceeds the amount that could
  have been distributed without violating section 4056 of this title, the articles of organization, or a written operating agreement if it is established
  that the member or manager did not perform the member’s or manager’s duties in compliance
  with section 4059 of this title. (b) A member of a manager-managed limited liability company who knew a distribution was
  made to such member in violation of section 4056 of this title is personally liable to the limited liability company, but only to the extent that
  the distribution received by such member exceeded the amount that could properly have
  been paid under section 4056 of this title. (c) A member or manager against whom an action is brought under this section may implead
  in the action all: (1) other members or managers who voted for or assented to the distribution in violation
  of subsection (a) of this section and may compel contribution from them; and (2) members who received a distribution in violation of subsection (b) of this section
  and may compel contribution from the member in the amount received in violation of
  subsection (b) of this section. (d) A proceeding under this section is barred unless it is commenced within two years
  after the distribution. (Added 2015, No. 17, § 2.)