§ 55-8-33. Liability for unlawful distributions. - North Carolina Statutes

§55‑8‑33.  Liability for unlawful distributions.

(a)        A director whovotes for or assents to a distribution made in violation of G.S. 55‑6‑40or the articles of incorporation is personally liable to the corporation forthe amount of the distribution that exceeds what could have been distributedwithout violating G.S. 55‑6‑40 or the articles of incorporation ifit is established that he did not perform his duties in compliance with G.S. 55‑8‑30. In any proceeding commenced under this section, a director has all of thedefenses ordinarily available to a director.

(b)        A director heldliable under subsection (a) for an unlawful distribution is entitled to:

(1)        Contribution fromevery other director who could be held liable under subsection (a) for theunlawful distribution; and

(2)        Reimbursement fromeach shareholder for the amount the shareholder accepted knowing thedistribution was made in violation of G.S. 55‑6‑40 or the articlesof incorporation.

(c)        A proceeding undersubsection (a) is barred unless it is commenced within three years after thedate on which the effect of the distribution was measured under G.S. 55‑6‑40(e)or (g). (Code, s. 681; 1901, c. 2, ss. 33, 52; Rev., s. 1192;C.S., s. 1179; 1927, c. 121; 1933, c. 354, s. 1; G.S., s. 55‑116; 1955,c. 1371, s. 1; 1959, c. 1316, s. 35; 1989, c. 265, s. 1.)