SECTIONS 12455 - California Statutes

CORPORATIONS CODE

SECTION 12455

12455. (a) Any person who with knowledge of facts indicating the
impropriety thereof receives any distribution, including a payment in
redemption of a membership, prohibited by this chapter is liable to
the corporation for the amount so received by the person with
interest thereon at the legal rate on judgments until paid.
(b) Any person who with knowledge of facts indicating the
impropriety thereof receives any distribution, including a payment in
redemption of a membership, prohibited by this chapter is liable to
the corporation for the benefit of all of the creditors entitled to
institute an action under subdivision (c) for the amount so received
by the person with interest thereon at the legal rate on judgments
until paid, but not exceeding the liabilities of the corporation owed
to nonconsenting creditors at the time of the violation.
(c) Suit may be brought in the name of the corporation to enforce
the liability to creditors arising under subdivision (b) for a
violation of Section 12452 or 12453 against any or all persons liable
by any one or more creditors of the corporation whose debts or
claims arose prior to the time of the distribution and who have not
consented thereto, whether or not they have reduced their claims to
judgment.
(d) Any person sued under subdivision (b) may implead all other
persons liable under subdivision (b) and may in the absence of fraud
by the moving party compel contribution, either in that action or in
an independent action against persons not joined in that action.