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Rhode Island · Through site files published 2025-08-13 · Newer source version available

R.I. Gen. Laws § 7-16-32: Liability upon wrongful distribution.

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Where this section sits in the code
  1. Title 7 Corporations, Associations, and Partnerships
  2. Chapter 16 The Rhode Island Limited Liability Company Act

(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is 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 or § 7-16-31.

(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 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 or § 7-16-31.

(c) A proceeding under this section is barred unless it is commenced within two (2) years after the date on which the effect of the distribution is measured under § 7-16-31.

Collected 2026-09-05T19:54:51Z. Source file · JSON

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