§ 7-12.1-407. Liability for improper distributions by limited liability partnership. [Effective January 1, 2023.]
(a) Except as otherwise provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of § 7-12.1-406 and in consenting to the distribution fails to comply with § 7-12.1-409, the partner is personally liable to the partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of § 7-12.1-406.
(b) To the extent the partnership agreement of a limited liability partnership expressly relieves a partner of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other partners, the liability stated in subsection (a) of this section applies to the other partners and not to the partner that the partnership agreement relieves of the authority and responsibility.
(c) A person that receives a distribution knowing that the distribution violated § 7-12.1-406 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under § 7-12.1-406.
(d) A person against which an action is commenced because the person is liable under subsection (a) of this section may:
(1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and
(2) Implead any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section.
(e) An action under this section is barred unless commenced not later than two (2) years after the distribution.
History of Section.P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]
Article 4 - Relations of Partners to Each Other and to Partnership [Effective January 1, 2023.]
Section 7-12.1-401. - Partner’s rights and duties. [Effective January 1, 2023.]
Section 7-12.1-402. - Becoming partner. [Effective January 1, 2023.]
Section 7-12.1-403. - Form of contribution. [Effective January 1, 2023.]
Section 7-12.1-404. - Liability for contribution. [Effective January 1, 2023.]
Section 7-12.1-409. - Standards of conduct for partners. [Effective January 1, 2023.]
Section 7-12.1-410. - Actions by partnership and partners. [Effective January 1, 2023.]