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February 29, 2024 Clouds | 26°F
The 193rd General Court of the Commonwealth of Massachusetts

Section 35: Liability for distribution in excess of terms of operating agreement

Section 35. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be 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.

(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 said 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.

(c) A proceeding under this section is barred unless it is commenced within two years after the date of the distribution.