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Georgia · Snapshot Public.Resource.Org bulk O.C.G.A., Release 86 (2022-11), retrieved 2026-09-17

O.C.G.A. § 14-11-408: Liability upon wrongful distribution.

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Where this section sits in the code
  1. TITLE 14 Corporations, Partnerships, and Associations
  2. CHAPTER 11 Limited Liability Companies
  3. Article 4 Finance

(a) A member or manager who votes for or expressly consents to a distribution that is made in violation of Code Section 14-11-407 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Code Section 14-11-407, if it is established that such member or manager did not act in compliance with Code Section 14-11-407 and violated a duty owed under Code Section 14-11-305 (without regard to any limitation on such duty permitted by paragraph (4) of Code Section 14-11-305).

(b) Each member or manager held liable under subsection (a) of this Code section for an unlawful distribution is entitled to contribution:

(1) From each other member or manager who could be held liable under subsection (a) of this Code section for the unlawful distribution; and

(2) From each member for the amount the member received knowing that the distribution was made in violation of Code Section 14-11-407.

(c) A proceeding under this Code section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Code Section 14-11-407.

Collected 2026-09-17T19:34:57Z. Source file · JSON

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