(a) A director who votes for or assents to a distribution made in violation of Section 33-6-400 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 33-6-400 or the articles of incorporation if it is established that he did not perform his duties in compliance with Section 33-8-300. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to contribution:
(1) from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of Section 33-6-400 or the articles of incorporation.
HISTORY: Derived from 1976 Code Section 33-13-190 [1962 Code Section 12-18.19; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 8 - Directors And Officers
Section 33-8-101. Requirement for and duties of board of directors.
Section 33-8-102. Qualifications of directors.
Section 33-8-103. Number and election of directors.
Section 33-8-104. Election of directors by certain classes of shareholders.
Section 33-8-105. Terms of directors generally.
Section 33-8-106. Staggered terms for directors.
Section 33-8-107. Resignation of directors.
Section 33-8-108. Removal of directors by shareholders.
Section 33-8-109. Removal of directors by judicial proceeding.
Section 33-8-110. Vacancy on board.
Section 33-8-111. Compensation of directors.
Section 33-8-210. Action without meeting.
Section 33-8-220. Notice of meeting.
Section 33-8-230. Waiver of notice.
Section 33-8-240. Quorum and voting.
Section 33-8-300. General standards for directors.
Section 33-8-310. Director or Officer conflict of interest.
Section 33-8-320. Loans to directors.
Section 33-8-330. Liability for unlawful distributions.
Section 33-8-400. Required officers.
Section 33-8-410. Duties of officers.
Section 33-8-420. Standards of conduct for officers.
Section 33-8-430. Resignation and removal of officers.
Section 33-8-440. Contract rights of officers.
Section 33-8-500. Article definitions.
Section 33-8-510. Authority to indemnify.
Section 33-8-520. Mandatory indemnification.
Section 33-8-530. Advance for expenses.
Section 33-8-540. Court-ordered indemnification.
Section 33-8-550. Determination and authorization of indemnification.
Section 33-8-560. Indemnification of officers, employees, and agents.