{"data":{"id":"us-me/13-c-m.r.s.-833","jurisdiction":"us-me","citation":"13-C M.R.S. §833","heading":"Director's liability for unlawful distributions","body":"1.  Personal liability.  A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 651, subsection 1 or section 1410, subsection 1 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 651, subsection 1 or section 1410, subsection 1 if the party asserting liability establishes that when taking the action the director did not comply with section 831.\n2.  Contribution; recoupment.  A director held liable under subsection 1 for an unlawful distribution is entitled to:\nA.  A contribution from every other director who could be held liable under subsection 1 for the unlawful distribution; and\nB.  Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 651, subsection 1 or section 1410, subsection 1.\n3.  Proceeding to enforce liability; 2-year period.  A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within 2 years after the date:\nA.  On which the effect of the distribution was measured under section 651, subsection 5 or 7;\nB.  As of which the violation of section 651, subsection 1 occurred as the consequence of disregard of a restriction in the corporation's articles of incorporation; or\nC.  On which the distribution of assets to shareholders under section 1410, subsection 1 was made.\n4.  Proceeding to enforce contribution or recoupment; one-year period.  A proceeding to enforce a contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.","path":["TITLE 13-C: MAINE BUSINESS CORPORATION ACT","CHAPTER 8: DIRECTORS AND OFFICERS","SUBCHAPTER 3: DIRECTORS"],"source_url":"https://legislature.maine.gov/statutes/13-C/title13-Csec833.html","current_through":"October 1, 2025","vintage":"","retrieved_at":"2026-09-04T15:12:27Z","sha256":"296f22a2a4e78b66cb86df0322c8ba7391f2dfe43ab0024c570f0425e47225cb","source_id":"us-me","stale":false,"prev":"us-me/13-c-m.r.s.-832","next":"us-me/13-c-m.r.s.-841"},"notice":"GroundRules: Original legal text. Not legal advice."}