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

§55A‑8‑33.  Liability for unlawful loans or distributions.

(a)        The liabilitiesimposed by this section are in addition to any other liabilities imposed by lawupon directors of a corporation.

(b)        A director whovotes for or assents to the making of a loan or guaranty or other form ofsecurity is personally liable to the corporation for the repayment or return ofthe money or value loaned, with interest thereon at the legal rate until paid,or for any liability of the corporation upon the guaranty, if it is establishedthat he did not perform his duties in compliance with G.S. 55A‑8‑30or that the loan or guaranty was made in violation of G.S. 55A‑8‑32.

(c)        A director whovotes for or assents to a distribution made in violation of Article 13 of thisChapter, Article 14 of this Chapter, or the articles of incorporation ispersonally liable to the corporation for the amount of the distribution thatexceeds what could have been distributed without violating Article 13 of thisChapter, Article 14 of this Chapter, or the articles of incorporation if it isestablished that he did not perform his duties in compliance with G.S. 55A‑8‑30. In any proceeding commenced under this section, a director has all of thedefenses ordinarily available to a director.

(d)        A director heldliable under subsection (b) or (c) of this section is entitled to:

(1)        Contribution fromevery other director who could be held liable under subsection (b) or (c) ofthis section for the unlawful loan or distribution; and

(2)        Reimbursement fromeach person for the amount he accepted knowing the unlawful loan ordistribution was made in violation of G.S. 55A‑8‑32, Article 13 ofthis Chapter, or Article 14 of this Chapter, or the articles of incorporation.

(e)        No action shall bebrought against the directors for liability under this section after threeyears from the time when the cause of action was discovered or ought to havebeen discovered. (1985 (Reg. Sess., 1986), c. 801, s. 33; 1993, c. 398,s. 1.)