Washington § 23B.08.310 - Liability for unlawful distributions.

Full text of Washington Revised Code of Washington § 23B.08.310 — Liability for unlawful distributions., with citation guidance and answers to common questions.

§ 23B.08.310. Liability for unlawful distributions.

(1) A director who votes for or assents to a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23B.06.400 or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with RCW 23B.08.300. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution:

(a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and

(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of RCW 23B.06.400 or the articles of incorporation.

(3) A shareholder who accepts a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable to the corporation for the amount of any distribution received by the shareholder to the extent it exceeds the amount that could have been distributed to the shareholder without violating RCW 23B.06.400 or the articles of incorporation, if it is established that the shareholder accepted the distribution knowing that it was made in violation of RCW 23B.06.400 or the articles of incorporation.

(4) A shareholder held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other shareholder who could be held liable under subsection (3) of this section for the unlawful distribution.

(5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under *RCW 23B.06.400(4), or (b) the expiration of the survival period specified in RCW 23B.14.340.

[ 2006 c 52 s 3; 1989 c 165 s 98.]

Notes

*Reviser's note: RCW 23B.06.400 was amended by 2022 c 42 s 103, changing subsection (4) to subsection (5).

Source: official Washington text · Last verified 2026-08-27

Frequently Asked Questions About Washington § 23B.08.310

What does Revised Code of Washington § 23B.08.310 cover?

Section 23B.08.310 ("Liability for unlawful distributions.") is part of the Revised Code of Washington, the codified statutory law of Washington. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Washington § 23B.08.310?

A common citation format is "Revised Code of Washington § 23B.08.310" (Washington). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Washington law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Washington official source linked on this page or consult a licensed Washington attorney.

How does Washington § 23B.08.310 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Washington can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Official text of § 23B.08.310 at the Washington source

Not legal advice. Verify against the official source and consult a licensed attorney in Washington.