{"data":{"id":"us-la/rs-12-1-833","jurisdiction":"us-la","citation":"RS 12:1-833","heading":"Directors' liability for unlawful distributions","body":"A. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to R.S. 12:1-640(A) or 1-1409(A) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating R.S. 12:1-640(A) or 1-1409(A) if the party asserting liability establishes that when taking the action the director did not comply with R.S. 12:1-830.\nB. A director held liable under Subsection A of this Section for an unlawful distribution is entitled to both of the following:\n(1) Contribution from every other director who could be held liable under Subsection A of this Section for the unlawful distribution.\n(2) Indemnity from each shareholder, for the pro-rata portion of the amount of the unlawful distribution the shareholder received.\nC.(1) A proceeding to enforce the liability of a director under Subsection A of this Section is barred unless it is commenced within two years after the relevant one of the following dates:\n(a) The date on which the effect of the distribution was measured under R.S.12:1-640(E) or (G).\n(b) The date as of which the violation of R.S. 12:1-640(A) occurred as the consequence of disregard of a restriction in the articles of incorporation.\n(c) The date on which the distribution of assets to shareholders under R.S. 12:1-1409(A) was made.\n(2) A proceeding to enforce contribution or indemnity under Subsection B of this Section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under Subsection A of this Section.\nD. The time limits provided in Subsection C of this Section are peremptive.","path":["TITLE 12. CORPORATIONS AND ASSOCIATIONS"],"source_url":"https://www.legis.la.gov/legis/Law.aspx?d=920327","current_through":"2025 First Extraordinary Session","vintage":"","retrieved_at":"2026-09-14T04:50:52Z","sha256":"a3865c89d8f041a59cef04263549bda520bbc287028e999d8032e303eba403b3","source_id":"us-la","stale":false,"prev":"us-la/rs-12-1-832","next":"us-la/rs-12-1-840"},"notice":"GroundRules: Original legal text. Not legal advice."}