Directors' liability for unlawful distributions

A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to § 47-1A-640 or 47-1A-1409 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating § 47-1A-640 or 47-1A-1409 if the party asserting liability establishes that when taking the action the director did not comply with §§ 47-1A-830 and 47-1A-830.1 . A proceeding to enforce the liability of a director under this section is barred unless it is commenced within two years after the date: (1) On which the effect of the distribution was measured under § 47-1A-640.2 or 47-1A-640.4 ; (2) As of which the violation of § 47-1A-640 occurred as the consequence of disregard of a restriction in the articles of incorporation; or (3) On which the distribution of assets to shareholders under § 47-1A-1409 was made. Source: SL 2005, ch 239 , § 162.