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Current as of January 01, 2026 | Updated by Findlaw Staff
(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited-liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or § 7-16-31.
(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:
(1) From each other member or manager who could be held liable under subsection (a) for the unlawful distribution; and
(2) From each member for the amount the member received knowing that the distribution was made in violation of the operating agreement or § 7-16-31.
(c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under § 7-16-31.
Cite this article: FindLaw.com - Rhode Island General Laws Title 7. Corporations, Associations, and Partnerships § 7-16-32. Liability upon wrongful distribution - last updated January 01, 2026 | https://codes.findlaw.com/ri/title-7-corporations-associations-and-partnerships/ri-gen-laws-sect-7-16-32/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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