Oregon Revised Statutes Chapter 63 § 63.235 — Liability for wrongful distribution

Liability for wrongful distribution. (1) 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 ORS 63.229, the articles of organization or any operating agreement, is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating ORS 63.229, the articles of organization or any operating agreement, if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with ORS 63.155. (2) A member of a manager-managed limited liability company who receives a distribution knowing that it was made in violation of ORS 63.229 is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under ORS 63.229. (3) A member or manager against whom an action is brought under subsection (1) of this section may implead in the action all: (a) Other members or managers who voted for or assented to the distribution in violation of subsection (1) of this section and may compel contribution from them; and (b) Members who received a distribution in violation of subsection (2) of this section and may compel contribution from them in the amount received in violation of subsection (2) of this section. (4) A proceeding under this section is barred unless it is commenced within two years after the distribution. [1993 c.173 §47; 1995 c.93 §12; 1999 c.86 §12] MEMBERSHIP INTEREST