Corporate Director and Shareholder Liability for Unlawful Distributions by State
When can an unlawful corporate dividend, share repurchase, redemption, or liquidation distribution lead to statutory liability for directors or recipient shareholders, who can pursue recovery, and what defenses, contribution rights, and time limits apply?
Jurisdictions
49 of 51 verified, 2 with no public source
Statutes checked
Every entry, oldest check September 27, 2026
Columns
9 per state
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What this survey covers
Corporate statutes often address recovery after a distribution separately from the financial rules for authorizing it. The table compares who can be held responsible under the recovery provision, what amount may be claimed, who may claim it, and the filing deadline. It does not determine whether a particular dividend, repurchase, redemption, or liquidation payment was unlawful.
Why the columns differ
Florida conditions a voting or assenting director's liability on failure to meet the director-duty standard, gives the corporation an excess-distribution claim, and lets a liable director seek contribution from other liable directors and knowing recipients. Fla. Stat. § 607.0834 (accessed September 27, 2026).
Virginia names both the corporation and its creditors as beneficiaries and allows recoupment from recipients in proportion to what each received. Va. Code § 13.1-692 (accessed September 27, 2026). D.C. instead gives the director claim to the corporation and conditions shareholder recoupment on knowledge. D.C. Code § 29-306.32 (accessed September 27, 2026).
Delaware uses a willful-or-negligent violation standard, states joint and several director liability, gives creditors a claim upon dissolution or insolvency, and provides a six-year period. 8 Del. C. § 174 (accessed September 27, 2026).
How to read the table
Read the underlying prohibition and director-conduct columns together: a prohibited payment alone does not answer the director-liability question in every state. The recovery and deadline columns distinguish the primary claim from a director's later contribution or recoupment claim.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Law, transactions, and persons | Underlying prohibited distribution | Director conduct and defenses | Amount, interest, and shared liability | Who may enforce | Recipient shareholder recovery | Contribution and dissent | Filing periods | Related remedies and limits of this comparison |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-27 | Ala. Code § 10A-2A-8.32; voting/assenting directors and knowing stockholder recipients through recoupment; § 1.40(6) includes dividends, reacquisitions, and liquidation. |
§ 8.32(a) cross-references § 6.40(a) ordinary distribution authority and § 14.08(a) liquidation priority; § 6.40(a) is subject to certificate and § 6.40(c) limits. |
Vote or assent plus claimant-proven noncompliance with § 8.30 good-faith, best-interests, care, and qualified-reliance standards. |
Corporation may recover excess over amount lawfully distributable (§ 8.32(a)); section sets no interest or joint-and-several formula. |
Corporation is express beneficiary of director claim (§ 8.32(a)); section does not name creditors as direct claimants. |
Liable director may recoup each stockholder’s pro-rata portion of unlawful amount accepted with knowledge (§ 8.32(b)(2)). |
Liable director may claim contribution from every other director who could be liable; § 8.32(a) requires vote or assent and failed § 8.30 conduct. |
Director claim: two years from § 6.40(e)/(g) measurement, certificate-restriction violation, or § 14.08(a) liquidation distribution; contribution/recoupment: one year after final adjudication (§ 8.32(c)). |
§ 6.40(h) excludes Article 14 liquidation from ordinary financial test; § 14.08(a) addresses claims before liquidation distribution; no payment-specific outcome. |
| Alaska verified 2026-09-27 | Alaska Stat. §§ 10.06.378, .480, .675; voting/assenting directors and recipient shareholders; ordinary dividends/acquisitions and liquidation asset payments. |
Ordinary director trigger: §§ 10.06.358, .360, .363, .365 or articles; liquidation: distribution before paying/providing for all known obligations (§ 10.06.480(a)). |
Director vote/assent plus failure of § 10.06.450(b) good-faith, corporate-interest, care, and qualified-reliance standard (§ 10.06.480(a)). |
Joint and several; ordinary recovery is excess above permissible payment; liquidation recovery is distributed asset value to extent known obligations remain unpaid (§ 10.06.480(a)(1)-(2)). |
Director § 10.06.480 liability to corporation; § 10.06.378 lets nonconsenting pre-distribution creditors or preferred holders sue recipients in corporate name; § 10.06.675 permits creditor corporate-name suit in winding up. |
Ordinary recipient knowing facts indicating impropriety owes amount received plus judgment-rate interest, capped by nonconsenting creditor liabilities/injury (§ 10.06.378(a)); liquidation return under § 10.06.675(a) has its own test. |
Defendant director may seek proportional contribution from knowing recipients and contribution from voting/assenting directors (§ 10.06.480(b)-(c)); present director can record or promptly deliver dissent (§ 10.06.450(e)). |
§§ 10.06.378, .480, and .675 state no special filing period for these claims or their contribution routes; determine any general period separately. |
§ 10.06.383 excludes the ordinary distribution sections from winding-up proceedings; §§ 10.06.480(a)(2), .675 address liquidation separately. Other remedies and actual liability need separate law and facts. |
| Arizona verified 2026-09-27 | A.R.S. § 10-833; voting/assenting directors, with contribution from knowing recipients; § 10-140(19) defines dividends, share reacquisitions, debt, and other shareholder transfers as distributions. |
Violation of § 10-640 or articles; ordinary post-payment debts and assets/liabilities/preference limits in § 10-640(C). |
Vote or assent plus failure of § 10-830 director-duty standard; a present director is presumed to assent absent a timely recorded or mailed dissent (§ 10-833(A)–(B)). |
Director owes corporation excess above the lawful distribution (§ 10-833(A)); section states no separate interest or joint-liability formula. |
Corporation is express beneficiary of director liability (§ 10-833(A)); this section does not name creditors as direct claimants. |
Liable director may seek contribution from each shareholder for amount knowingly accepted in violation of § 10-640 or articles; § 10-833(C)(2) states no independent corporation-recipient claim. |
Liable director may seek contribution from other directors who could be liable; timely minutes, secretary filing, or registered/certified-mail dissent rebuts assent presumption (§ 10-833(B)–(C)). |
Proceeding under § 10-833 within four years after distribution effect measured under § 10-640(E) or (G); no separate contribution clock stated. |
§ 10-833 addresses statutory director recovery and contribution; no valuation, other-remedy, or case-specific liability conclusion. |
| Arkansas verified 2026-09-27 | Ark. Code § 4-27-833 (1987 Act 958 § 64-821); voting or assenting directors; distributions include dividends, share acquisitions and debt (§ 4-27-140(6)). |
Distribution violates Business Corporation Act or articles (§ 4-27-833(a)); § 4-27-640(a), (c) supplies ordinary board authorization and post-payment limits. |
Vote or assent without complying with § 4-27-830 director duties (§ 4-27-833(a)); § 4-27-824(d) has recorded dissent/abstention routes. |
Excess over amount distributable under Act or articles (§ 4-27-833(a)); section states no interest or joint-liability formula. |
Director personally liable to corporation (§ 4-27-833(a)); this section names no direct creditor claimant. |
Liable director may seek contribution from each shareholder for amount accepted knowing of Act or articles violation (§ 4-27-833(b)(2)). |
Contribution from other assenting directors failing duty standard; present director deemed to assent absent objection, minute entry, or timely notice (§§ 4-27-833(b)(1), 4-27-824(d)). |
§ 4-27-833 states no section-specific period or contribution start; applicable limitations require separate review. |
§ 4-27-833 concerns this statutory recovery; whether § 4-27-640 tests are met and any other remedies need separate analysis. |
| California verified 2026-09-27 | Cal. Corp. Code §§ 166, 316, 506; covered dividends, repurchases, redemptions, and specified dissolution distributions. |
Director trigger: distribution contrary to §§ 500–503 or post-dissolution assets distributed without provision for known liabilities (§ 316(a)); § 503 has insured-share exceptions. |
Directors who approve; present abstainer deemed approving; subject to § 309 good-faith, care, and reliance protection (§§ 309, 316(a)–(b)). |
Joint and several; illegal amount or property fair market value, judgment-rate interest and valuation costs, subject to creditor/shareholder injury caps (§ 316(a), (d)). |
Suit in corporation’s name by prior nonconsenting creditors or qualifying preference shareholders under § 506(b); dissolution claim by prior nonconsenting creditors (§§ 316(c), 506(b)). |
Knowing recipient directly liable to corporation for amount/value received, interest, valuation costs, subject to caps; liable director may be subrogated against recipient (§§ 506(a), 316(f)). |
Sued director may implead other liable directors and compel contribution; § 309-compliant director has no duty-breach liability (§§ 316(e), 309(c)). |
Shareholder return claim extinguished unless filed within four years of distribution (§ 506(b)); § 316 states no separate director filing period. |
§ 506(d) preserves separate fraudulent-transfer liability; this comparison does not decide financial compliance or litigation outcome. |
| Colorado verified 2026-09-27 | C.R.S. § 7-108-405; voting/assenting directors and knowing shareholder recipients through contribution; § 7-101-401(13) includes dividends, reacquisitions, and debt. |
Distribution violates § 7-106-401 or articles; § 7-106-401(3) applies post-payment debt and assets/liabilities/preference tests. |
Vote or assent plus established failure of § 7-108-401 good-faith, care, best-interests standard; ordinary defenses and qualified reliance; § 7-108-402(1)(g) lists the vote/assent ground. |
Director owes corporation excess above lawful amount (§ 7-108-405(1)); section does not set separate interest or joint-and-several formula. |
Corporation is express beneficiary of director liability (§ 7-108-405(1)); creditors not named direct claimants there. |
Liable director may seek contribution from a knowing recipient shareholder, limited to that recipient's unlawful excess (§ 7-108-405(2)(b)). |
Contribution from every other director who could be liable; § 7-108-405(1) preserves ordinary defenses and § 7-108-401 conduct standard limits liability. |
§ 7-108-405 sets no express proceeding or contribution filing period. |
§ 7-108-401(4) disclaims a creditor fiduciary duty arising only from creditor status; this comparison does not decide distribution amount or other claims. |
| Connecticut verified 2026-09-27 | Conn. Gen. Stat. § 33-757; director vote or assent; dividend, share acquisition, other distribution, and dissolution payments (§§ 33-602(8), 33-887b(a)). |
Distribution contrary to § 33-687, dissolved-corporation duty in § 33-887b(a), or certificate of incorporation (§ 33-757(a)). |
Vote or assent plus failure of § 33-756 or § 33-887b(a) duties; ordinary director defenses preserved (§ 33-757(a)). |
Excess over amount lawfully distributable; § 33-757(a) specifies no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 33-757(a)); the section does not name a direct creditor claimant. |
Liable director may recover from each shareholder the amount accepted with knowledge of the statutory or certificate violation (§ 33-757(b)(2)). |
Contribution from other directors who could be liable; present director deemed to vote for payment absent dissent, or on written consent (§ 33-757(b), (d)). |
Director claim: two years from specified § 33-687 measurement, certificate-violation, or dissolution-payment date; contribution or recoupment: one year after final liability adjudication (§ 33-757(c)). |
§ 33-757 governs this statutory recovery; applying the financial tests and other remedies requires separate analysis. |
| Delaware verified 2026-09-27 | 8 Del. C. § 174; directors administering an unlawful dividend, stock purchase, or redemption under §§ 160 or 173; no liquidation-specific payment trigger in § 174. |
Willful/negligent violation of § 160 stock acquisition or § 173 dividend rule; § 160(a)(1) restricts capital-impairing acquisitions and § 170(a) limits dividend source (§ 174(a)). |
Directors under whose administration a willful or negligent § 160/§ 173 violation occurs; § 172 protects specified good-faith reliance; § 174(a) gives recorded-dissent exoneration. |
Joint and several for full unlawful dividend or full unlawful stock-acquisition payment, with interest from accrual (§ 174(a)); no excess-only formula. |
Corporation; creditors when corporation is dissolved or insolvent (§ 174(a)). |
After paying a successful claim, director is subrogated to corporate rights against recipients knowing facts indicating unlawfulness, proportional to receipts (§ 174(c)). |
Contribution from directors who voted for or concurred; absent or dissenting director may seek exoneration by timely minute-book dissent (§ 174(a)-(b)). |
Primary § 174(a) claim: within six years after unlawful dividend payment or stock purchase/redemption; interest runs from liability accrual. Section 174 gives no separate contribution/subrogation period. |
§ 174 reaches violations of §§ 160 or 173; dissolution or insolvency changes creditor standing, not the stated transaction trigger. Other remedies and actual liability require separate law and facts. |
| District of Columbia verified 2026-09-27 | D.C. Code § 29-306.32; director votes or assent to ordinary or post-dissolution shareholder distributions; knowing recipients face director recoupment. |
Excess over distribution authorized under § 29-304.60(a), including articles restriction, or post-dissolution payment before claim provision under § 29-312.09(a) (§ 29-306.32(a)). |
Director must vote for or assent; claimant must establish failure to meet § 29-306.30 conduct standard; qualified reliance may apply (§ 29-306.32(a)). |
Personally liable to corporation for amount exceeding what could lawfully be distributed; § 29-306.32 states no separate interest or joint-and-several formula. |
Director liability runs to corporation; § 29-306.32(a) places conduct-standard proof on party asserting liability, without specifying direct creditor standing. |
Liable director may recoup each shareholder’s pro-rata portion of amount accepted knowing the distribution violated § 29-304.60(a) or § 29-312.09(a) (§ 29-306.32(b)(2)). |
Liable director can seek contribution from every other director liable under § 29-306.32(a); vote or assent and failure of § 29-306.30 standard remain required. |
Director proceeding: 2 years from distribution-effect measurement, articles-restriction violation, or post-dissolution asset payment; contribution/recoupment: 1 year after final adjudication (§ 29-306.32(c)). |
Ordinary § 29-304.60 tests differ from post-dissolution § 29-312.09(a); § 29-304.60(h) excludes liquidation from its ordinary rule. Other remedies require separate analysis. |
| Florida verified 2026-09-27 | Fla. Stat. § 607.0834; voting or assenting directors; distributions under §§ 607.06401 and .1410(1). |
Violation of § 607.06401, § 607.1410(1), or articles; § 607.06401(3) sets post-payment debt and asset tests. |
Vote or assent plus failure to comply with § 607.0830; ordinary director defenses remain (§ 607.0834(1)). |
Excess above what could lawfully be distributed; § 607.0834(1) states no interest or joint-and-several formula. |
Director is personally liable to the corporation (§ 607.0834(1)); this section does not name a creditor claimant. |
Liable director may seek contribution from shareholder for amount accepted with knowledge of § 607.06401 or articles violation (§ 607.0834(2)(b)). |
Liable director may seek contribution from every other director who could be liable; ordinary defenses preserved (§ 607.0834(1)–(2)). |
Primary claim: two years from specified measurement, articles-violation, or liquidation-payment date; contribution: one year after final adjudication (§ 607.0834(3)). |
§ 607.0834 addresses this statutory recovery; financial-test application and other remedies require separate analysis. |
| Georgia verified 2026-09-27 | O.C.G.A. §§ 14-2-640, -830, -832; voting/assenting directors and knowing recipient shareholders for ordinary corporate distributions. |
§ 14-2-640(c) debt-payment and asset/preference tests or articles restriction; § 14-2-832(a) supplies liability trigger. |
Vote or assent plus failure to comply with § 14-2-830 good-faith and care standard; ordinary director defenses preserved (§ 14-2-832(a)). |
Personally liable for amount above what § 14-2-640 or articles allowed; § 14-2-832(a) states no interest or joint-and-several formula. |
Director liability runs to corporation (§ 14-2-832(a)); provision does not name a separate creditor claimant. |
Liable director may seek contribution from each shareholder for amount accepted knowing § 14-2-640 or articles violation (§ 14-2-832(b)). |
Liable director may seek contribution from every other director who could be liable; ordinary defenses preserved (§ 14-2-832(a)–(b)). |
Proceeding under § 14-2-832 barred after two years from § 14-2-640(e) or (g) distribution-measurement date. |
Statutory recovery only; § 14-2-830 preserves separate rights and business-judgment protection; no case-specific outcome decided. |
| Hawaii verified 2026-09-27 | Haw. Rev. Stat. § 414-223; voting or assenting directors; dividends, share purchases/redemptions, debt, and other shareholder transfers fall within § 414-3. |
Distribution violates § 414-111 or articles; § 414-111(c) bars payments failing either post-distribution debt-payment or asset/preference test. |
Vote or assent plus failure to perform § 414-221 duties; ordinary director defenses preserved by § 414-223(a); § 414-221 allows qualified reliance. |
Amount exceeding what could be distributed under § 414-111 and articles, payable to corporation; § 414-223(a) states no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 414-223(a)); the section does not name a direct creditor claimant. |
Liable director may seek contribution from each shareholder for the amount accepted knowing it violated § 414-111 or the articles (§ 414-223(b)(2)). |
Contribution from every other director who could be liable (§ 414-223(b)(1)); present director may avoid presumed assent through timely objection or recorded/delivered dissent or abstention (§ 414-215(d)). |
Proceeding under § 414-223 barred after two years from § 414-111(e) or (g) measurement; § 414-223(c) states no separate contribution clock. |
§ 414-223(d) preserves specified federally authorized housing-corporation asset distributions; other remedies and actual liability require separate facts and law. |
| Idaho verified 2026-09-27 | Idaho Code § 30-29-832; voting or assenting directors; ordinary and liquidation distributions. |
Payment exceeds § 30-29-640(a) authorization or § 30-29-1409(a) dissolution duty (§ 30-29-832(a)). |
Vote or assent plus failure of § 30-29-830 conduct standard; qualified reliance addressed there (§ 30-29-832(a)). |
Excess above amount permitted by §§ 30-29-640(a) or 30-29-1409(a); § 30-29-832(a) states no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 30-29-832(a)); no separate direct creditor claimant in that section. |
Liable director may recoup each shareholder’s pro rata unlawful amount accepted with knowledge of violation (§ 30-29-832(b)(2)). |
Contribution from each other director who could be liable; § 30-29-832 supplies no separate dissent procedure. |
Director claim: two years from specified measurement, articles-violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 30-29-832(c)). |
§ 30-29-640(h) excludes liquidation from ordinary limits; § 30-29-1409(a) supplies claims-first duty. Other remedies and financial outcomes need separate analysis. |
| Illinois verified 2026-09-27 | 805 ILCS 5/8.65(a)(1), (b)–(d), 9.10; voting/assenting directors and knowing distribution recipients. |
§ 9.10 bars distribution violating articles or post-payment insolvency/net-asset floor; § 8.65(a)(1) applies when § 9.10 prohibits it. |
Vote or assent; present director conclusively presumed assenting absent timely dissent; good-faith reliance on specified statements or book value (§ 8.65(a)(1), (b)–(c)). |
Joint and several liability for amount of prohibited distribution, not only excess; § 8.65(a)(1) gives no interest add-on. |
Distribution liability runs to corporation (§ 8.65(a)(1)); separate creditor branches in § 8.65(a)(2)–(3) address other dissolution conduct. |
Held-liable director may seek contribution from shareholders who knowingly received improper distribution, proportional to amounts received (§ 8.65(d)). |
Held-liable director may seek contribution from other likewise-liable directors; timely minute or written dissent rebuts assent (§ 8.65(b), (d)). |
§ 8.65 states no specific filing period for distribution claim or contribution; applicable general limitation requires separate review. |
§ 8.65(a) preserves other liabilities imposed by law; no particular solvency or personal-liability outcome decided. |
| Indiana verified 2026-09-27 | IC 23-1-35-4 governs voting/assenting directors and director contribution from recipients; § 23-1-20-7 includes dividends, share reacquisitions, debt, and other transfers. |
Distribution violates Indiana Business Corporation Law or articles (§ 23-1-35-4(a)); § 23-1-28-3 bars payments failing post-payment debt or asset/preference tests. |
Director votes or assents; § 23-1-35-4(a) is subject to § 23-1-35-1(e), requiring failed duties plus willful misconduct or recklessness. |
Director owes corporation excess above lawful amount (§ 23-1-35-4(a)); no separate interest or joint-liability formula stated there. |
Corporation is named beneficiary against a director (§ 23-1-35-4(a)); creditors are not named direct claimants in that section. |
Liable director may seek contribution from each shareholder for amount accepted; § 23-1-35-4(b)(2) states no recipient-knowledge condition or independent corporation claim. |
Contribution from every other voting/assenting director, subject to § 23-1-35-1(e); § 23-1-35-4 states no formal recorded-dissent procedure. |
§ 23-1-35-4 states no express deadline for the director claim or contribution. |
§ 23-1-35-4 addresses corporate recovery from directors and director contribution; no calculation or case-specific liability outcome. |
| Iowa verified 2026-09-27 | Iowa Code § 490.832; voting or assenting directors; ordinary and dissolution distributions, including dividends and share acquisitions (§ 490.140(6)). |
Distribution exceeds § 490.640(1) authorization or § 490.1409(1) dissolution duty (§ 490.832(1)); § 490.640(3) sets financial limits. |
Vote or assent plus failure to comply with § 490.830; charter exoneration cannot eliminate § 490.832 liability (§§ 490.832(1), 490.202(2)(d)(3)). |
Excess over amount permitted under §§ 490.640(1) or 490.1409(1); § 490.832(1) states no separate interest or joint-liability formula. |
Director liable to corporation (§ 490.832(1)); this section gives no separate creditor claim. |
Liable director may recoup each shareholder’s pro rata unlawful amount accepted with knowledge of violation (§ 490.832(2)(b)). |
Contribution from other liable directors; meeting-presence assent has objection, recorded dissent/abstention, and notice exceptions (§§ 490.832(2)(a), 490.824(4)). |
Director claim: two years from specified measurement, articles-restriction violation, or dissolution-payment date; contribution/recoupment: one year after final adjudication (§ 490.832(3)). |
§ 490.832 addresses statutory recovery; § 490.640(8) excludes liquidation from ordinary distribution limits. Other remedies and actual financial-test outcomes need separate analysis. |
| Kansas verified 2026-09-27 | K.S.A. § 17-6424; directors administering unlawful dividends or stock purchases/redemptions. |
Willful or negligent violation of §§ 17-6410 or 17-6423; dividend and capital-impairment limits apply (§ 17-6424(a)). |
Directors under whose administration violation occurs; willful or negligent; good-faith reliance protected under § 17-6422 (§ 17-6424(a)). |
Joint and several for full unlawful dividend or purchase/redemption payment, with interest from accrual (§ 17-6424(a)). |
Corporation; creditors if dissolution or insolvency occurs (§ 17-6424(a)). |
Paying director subrogated to corporation’s rights against stockholders receiving payment with knowledge of facts indicating unlawfulness, proportional to amounts received (§ 17-6424(c)). |
Absent or dissenting director can enter dissent in minutes at action or promptly after notice; paying director can seek contribution from voting/concurrent directors (§ 17-6424(a)-(b)). |
Three years after unlawful dividend or stock purchase/redemption payment (§ 17-6424(a)); no separate contribution/subrogation clock stated. |
§ 17-6424 gives statutory director recovery; capital and dividend calculations and separate remedies need their own analysis. |
| Kentucky verified 2026-09-27 | KRS 271B.8-330; directors who vote for or assent and knowing shareholder recipients through contribution; § 271B.1-400(7) includes dividends and share reacquisitions. |
Distribution violates KRS 271B.6-400 or articles; § 271B.6-400(3) states post-payment debt and asset/liability/preference tests. |
Vote or assent plus established failure of § 271B.8-300 duties; qualified reliance, ordinary defenses, and conduct section’s monetary-damages safeguards. |
Corporation may recover excess above lawful amount (§ 271B.8-330(1)); section sets no separate interest or joint-and-several formula. |
Corporation is express beneficiary of director claim (§ 271B.8-330(1)); creditors are not named there. |
Liable director may seek contribution for amount shareholder accepted knowing violation of § 271B.6-400 or articles (§ 271B.8-330(2)(b)). |
Contribution from every other director who could be liable; vote or assent is required and ordinary director defenses are preserved. |
Proceeding under § 271B.8-330 must commence within two years after distribution effect measured under § 271B.6-400(5) or (7); no separate contribution clock stated. |
§ 271B.8-330 addresses excess recovery only; this cell does not calculate lawful amount or determine other claims. |
| Louisiana verified 2026-09-27 | La. R.S. § 12:1-833; directors voting/assenting to excess ordinary or liquidation distribution and recipient-shareholder indemnity. |
§ 12:1-833(A) invokes ordinary § 12:1-640(A) and dissolved-corporation § 12:1-1409(A); § 12:1-640(C) states post-payment debt and asset/preference tests. |
Vote or assent plus claimant-proven failure of § 12:1-830 good-faith, best-interests, care and qualified-reliance standards; § 12:1-1409(B) limits certain claims. |
Corporation may recover excess above amount authorized under § 12:1-640(A) or § 12:1-1409(A); § 12:1-833 sets no interest or joint-and-several formula. |
Corporation is express beneficiary of director claim (§ 12:1-833(A)); creditors are not named as direct claimants there. |
Liable director may obtain indemnity from each shareholder for pro-rata unlawful amount received; § 12:1-833(B)(2) states no recipient-knowledge condition. |
Contribution from every other director who could be liable; § 12:1-833(A) requires vote or assent and failure of conduct standard. |
Peremptive two years from § 12:1-640(E)/(G) measurement, articles-restriction violation, or § 12:1-1409(A) asset distribution; indemnity/contribution one year after final adjudication (§ 12:1-833(C)–(D)). |
§ 12:1-640(H) excludes Part 14 liquidation from ordinary test; § 12:1-1409(B) protects directors for claims barred/satisfied under cited dissolution procedures; no outcome prediction. |
| Maine verified 2026-09-27 | 13-C M.R.S. § 833; voting or assenting directors; ordinary distributions and dissolved-corporation asset payments (§§ 651, 1410). |
Excess over § 651(1) articles/financial limits or § 1410(1) claims-first duty (§ 833(1)). |
Vote or assent plus claimant's proof of failure to meet § 831; good faith, corporate-interest, care, and qualified-reliance rules apply. |
Excess above amount permitted by § 651(1) or § 1410(1), owed to corporation; § 833(1) gives no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 833(1)); this section names no direct creditor claimant. |
Liable director may recoup each shareholder's pro rata unlawful amount knowingly accepted in violation of § 651(1) or § 1410(1) (§ 833(2)(B)). |
Contribution from every other director who could be liable (§ 833(2)(A)); present director may avoid presumed assent through timely objection or recorded/delivered dissent or abstention (§ 825(4)). |
Director claim: two years from § 651(5)/(7) measurement, articles-violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 833(3)-(4)). |
§ 651(8) excludes liquidation; § 1410(1)-(2) gives claims-first duty and barred/satisfied-claim protection. Other remedies and actual liability need separate law and facts. |
| Maryland verified 2026-09-27 | Md. Code, Corps. & Ass'ns § 2-312; voting/assenting directors and knowing recipient stockholders through contribution; distributions under charter and § 2-311. |
Distribution violates charter or § 2-311; post-payment indebtedness and asset/preference limits, with § 2-311(a)(2) net-earnings exception to asset test. |
Vote or assent plus established failure of § 2-405.1 good-faith, best-interests, prudent-care standard; qualified reliance on reports/advisers (§ 2-312(a), § 2-405.1(c)–(d)). |
Director owes corporation excess above what charter or § 2-311 allowed; § 2-312 states no separate interest or joint-and-several formula. |
Corporation is express beneficiary of director claim (§ 2-312(a)); section does not name creditors as direct claimants. |
Liable director may seek contribution from stockholders for amounts knowingly accepted in violation of charter or § 2-311; no direct recipient claim stated in § 2-312(b). |
Liable director may seek contribution from every other director who could be liable; compliant § 2-405.1 conduct avoids § 2-312(a) liability; no formal dissent step stated. |
Director proceeding within 3 years after § 2-311(c)/(e) measurement; contribution within 1 year after claimant director's liability finally adjudicated (§ 2-312(c)). |
§ 2-312(d) preserves other legal liabilities; this comparison does not calculate distributions or decide separate remedies or an individual outcome. |
| Massachusetts verified 2026-09-27 | G.L. c. 156D, § 6.41; voting/assenting directors and recipient shareholders; expressly includes liquidation distributions under § 6.40(h). |
Violation of c. 156D or articles; § 6.40(c) sets going-concern debt/asset limits, while § 6.40(h) requires adequate liquidation provision. |
Vote or assent plus failure of § 8.30 good-faith, reasonable-care, best-interests standard; ordinary director defenses retained (§ 6.41(a)). |
Director owes corporation excess above lawful amount (§ 6.41(a)); section does not prescribe separate interest or joint-and-several formula. |
Corporation may proceed against director or recipient (§ 6.41(a), (c)–(d)); § 6.41(f) also covers proceedings on its behalf; creditors not named as direct claimants. |
Knowing recipients owe corporation excess; certain unaware liquidation recipients owe pro rata share of later claims, capped by liquidation assets; paying director may seek knowing-recipient reimbursement and court-set unaware-recipient reimbursement (§ 6.41(b)–(e)). |
Director who pays corporation may seek contribution from other potentially liable directors; § 8.30(c) protects compliant director; § 6.41 states no recorded-dissent procedure. |
Ordinary corporation claim: 2 years after § 6.40(e)/(g) measurement; liquidation in dissolution: later of that time or 6 months after 3-year dissolution period; other liquidation: 3 years after measurement. Contribution/reimbursement: later of 2 years after measurement or 6 months after paying corporation (§ 6.41(f)–(g)). |
§ 6.41(d) addresses existing claims against dissolved corporation at 3-year mark; statute does not resolve valuation, other remedies, or liability for a particular transaction. |
| Michigan verified 2026-09-27 | Mich. Comp. Laws §§ 450.1551–.1553; dividends, distributions, and post-dissolution assets; directors and knowing recipient shareholders. |
§ 450.1551(1)(a) reaches distribution contrary to Act/articles; (b) reaches dissolution assets without provision under § 450.1855a; § 450.1345(3) sets ordinary financial tests. |
Vote or concur, with meeting-attendance/absence dissent presumptions; no liability upon § 450.1541a duty compliance (§§ 450.1551(2), .1553). |
Joint and several for legally recoverable creditor/shareholder injury, capped by paid-versus-lawful difference; no special interest formula (§ 450.1551(1)). |
Liability runs to corporation for benefit of injured creditors/shareholders (§ 450.1551(1)); section does not separately enumerate plaintiffs. |
Knowing recipient directly liable to corporation for excess share; paying director subrogated to corporate rights against recipients and may pursue knowing seller route (§§ 450.1551(3), .1552(2)). |
Successful defendant may seek contribution from voting/concurring directors; timely minute/written dissent can rebut concurrence presumption (§§ 450.1552(1), .1553). |
§ 450.1551 states no standalone clock; § 450.1541a(4) limits an action for failure to perform that section’s duties to earlier of three years after accrual or two years after discovery. |
§ 450.1345(9) preserves recipient rescission and other rights when recovery is sought; no case-specific solvency or liability outcome decided. |
| Minnesota verified 2026-09-27 | Minn. Stat. §§ 302A.557, .559; direct recipient-shareholder liability and director liability; § 302A.011(10) includes dividends, reacquisitions, and liquidation. |
§ 302A.557 reaches violations of § 302A.551; § 302A.559 covers § 302A.551(1)(a), (4), or articles/bylaws/agreement restrictions. |
Present director fails to vote against, or gives written consent, and fails § 302A.251 conduct standard; qualified reliance and § 302A.551 determination presumptions apply. |
Excess over amount properly payable under § 302A.551; liable directors jointly and severally liable; § 302A.559 sets no separate interest. |
Corporation, receiver, or other person winding up affairs may claim; director may claim contribution (§§ 302A.557(1), .559(1)–(3)). |
Recipient owes excess without an express knowledge condition; corporation, winding-up person, or impleading director may recover (§§ 302A.557(1), .559(2)). |
Defendant director may implead recipients and voting/consenting directors for pro rata contribution; voting against avoids § 302A.559(1) trigger. |
Recipient and director actions each must begin within two years from distribution; contribution is impleaded in director action (§§ 302A.557(2), .559(2)–(4)). |
§ 302A.551(3)(d) displaces Minn. Stat. §§ 513.41–.51 for Chapter 302A distributions; no transaction-specific solvency or liability conclusion. |
| Mississippi verified 2026-09-27 | Miss. Code § 79-4-8.33; voting or assenting directors; ordinary and liquidation distributions (§§ 79-4-6.40, 79-4-14.09). |
Payment exceeds § 79-4-6.40(a) authorization or § 79-4-14.09(a) dissolution duty (§ 79-4-8.33(a)). |
Vote or assent plus failure of § 79-4-8.30 conduct standard; qualified reliance may apply (§ 79-4-8.33(a)). |
Excess over amount permitted by § 79-4-6.40(a) or § 79-4-14.09(a); no separate interest or joint-liability formula (§ 79-4-8.33(a)). |
Director liable to corporation (§ 79-4-8.33(a)); this section gives no separate direct creditor claim. |
Liable director may recoup pro rata unlawful amount from each shareholder who accepted it knowing of violation (§ 79-4-8.33(b)(2)). |
Contribution from each other director who could be liable; no special dissent procedure in § 79-4-8.33(b). |
Director claim: two years from measurement, articles-restriction violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 79-4-8.33(c)). |
§ 79-4-6.40(h) excludes liquidation from ordinary test; § 79-4-14.09(a) supplies payment-of-claims duty. Financial outcomes and other remedies need separate analysis. |
| Missouri verified 2026-09-27 | Mo. Rev. Stat. § 351.345; directors who knowingly declare and pay impermissible dividends, including liquidating dividends; section's express trigger is a dividend. |
Dividend contrary to §§ 351.210, 351.220, or chapter rules for liquidating dividends; §§ 351.210–.220 set stated-capital, preferred-dividend, and articles limits. |
Knowing declaration and payment; absence, written objection filed with secretary, and good-faith reliance on books/official statements protect director (§ 351.345). |
Directors jointly and severally liable for existing corporate debts and later debts contracted while each remains in office, capped at dividend amount (§ 351.345). |
§ 351.345 measures liability by corporate debts but does not identify a claimant or an exclusive enforcement procedure. |
§ 351.345 states director debt liability; it does not state an independent recipient-shareholder return or knowledge rule. |
Absent director or one who objects and files written objection with corporate secretary is exempt; good-faith books/official-statement reliance also protects (§ 351.345). |
§ 351.345 sets no express filing period or contribution clock; liability for later debts lasts while director continues in office, subject to dividend cap. |
§ 351.345's dividend-debt remedy is distinct from applying surplus tests or deciding other creditor and fiduciary remedies; no case-specific liability result. |
| Montana verified 2026-09-27 | Mont. Code Ann. § 35-14-832; voting or assenting directors; ordinary and liquidation distributions (§§ 35-14-640, 35-14-1409). |
Excess over § 35-14-640(1) articles/financial limits or § 35-14-1409(1) claims-first liquidation duty (§ 35-14-832(1)). |
Vote or assent plus claimant's proof of failed § 35-14-830 conduct; good faith, corporate-interest, care, and qualified reliance apply. |
Excess above amount § 35-14-640(1) or § 35-14-1409(1) permits, owed to corporation; § 35-14-832(1) gives no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 35-14-832(1)); this section names no direct creditor claimant. |
Liable director may recoup each shareholder's pro rata unlawful amount accepted with knowledge of § 35-14-640(1) or § 35-14-1409(1) violation (§ 35-14-832(2)(b)). |
Contribution from every other director who could be liable; present director may avoid presumed assent through timely objection or recorded/delivered dissent or abstention (§§ 35-14-832(2)(a), 35-14-824(4)). |
Director claim: two years after § 35-14-640(5)/(7) measurement, articles-violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 35-14-832(3)). |
§ 35-14-640(8) excludes liquidation; § 35-14-1409(1)-(2) gives claims-first duty and barred/satisfied-claim protection. Other remedies and actual liability need separate law and facts. |
| Nebraska verified 2026-09-27 | Neb. Rev. Stat. § 21-2,104; voting or assenting directors; ordinary and dissolved-corporation distributions. |
Distribution exceeds § 21-252(a) authorization or § 21-2,192(a) dissolution duty (§ 21-2,104(a)). |
Vote or assent plus failure to comply with § 21-2,102 conduct standard; qualified reliance addressed there (§ 21-2,104(a)). |
Excess over amount permitted by §§ 21-252(a) or 21-2,192(a); § 21-2,104(a) states no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 21-2,104(a)); no separate creditor claimant in that section. |
Liable director may recoup each shareholder’s pro rata unlawful amount accepted with knowledge of violation (§ 21-2,104(b)(2)). |
Contribution from each other director who could be liable; § 21-2,104 gives no separate dissent procedure. |
Director claim: two years from specified measurement, articles-violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 21-2,104(c)). |
§ 21-252(h) excludes liquidation from ordinary limits; § 21-2,192(a) supplies claims-first duty. Other remedies and actual financial outcomes need separate analysis. |
| Nevada verified 2026-09-27 | NRS § 78.300; directors administering a distribution outside Chapter 78; ordinary dividends and share acquisitions fall within § 78.288. |
Directors may distribute only as Chapter 78 permits (§ 78.300(1)); § 78.288(1)-(2) subjects ordinary distributions to articles and debt/asset limits. |
Administration of violation; § 78.138 presumption and individual-liability threshold also apply; timely minute-entered dissent excepts director (§ 78.300(2)-(3)). |
Joint and several; lesser of full distribution or corporation’s loss (§ 78.300(2)); no separate interest formula in that section. |
Corporation; on dissolution or insolvency, creditors at time of violation may claim (§ 78.300(2)). |
§ 78.300 imposes director liability only; § 78.597 separately limits stockholder claims after dissolution. |
Dissent entered in minutes when action taken, or by absent director upon learning, excepts liability; § 78.300 supplies no contribution procedure. |
Director claim may be made within three years after each violation (§ 78.300(2)); no separate contribution clock there. |
§ 78.288(8) excludes § 78.590 liquidation distributions from ordinary test; § 78.288(9) coordinates Chapter 112. Other remedies and financial outcomes need separate analysis. |
| New Hampshire verified 2026-09-27 | N.H. Rev. Stat. Ann. § 293-A:8.33; voting or assenting directors; ordinary distributions and dissolved-corporation shareholder payments (§§ 293-A:6.40, 293-A:14.09). |
Excess over § 293-A:6.40(a) articles/financial limits or § 293-A:14.09(a) claims-first duty (§ 293-A:8.33(a)). |
Vote or assent plus claimant's proof of failed § 293-A:8.30 conduct; good faith, corporate-interest, care, and qualified reliance rules apply. |
Excess above what § 293-A:6.40(a) or § 293-A:14.09(a) allows, owed to corporation; § 293-A:8.33(a) has no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 293-A:8.33(a)); this section names no direct creditor claimant. |
Liable director may recoup each shareholder's pro-rata unlawful amount knowingly accepted in violation of § 293-A:6.40(a) or § 293-A:14.09(a) (§ 293-A:8.33(b)(2)). |
Contribution from every other director who could be liable; present director can avoid presumed assent through timely objection or recorded/delivered dissent or abstention (§§ 293-A:8.33(b), 293-A:8.24(d)). |
Director claim: two years from § 293-A:6.40(e)/(g) measurement, articles-violation, or liquidation-payment date; contribution/recoupment: one year after final adjudication (§ 293-A:8.33(c)). |
§ 293-A:6.40(h) excludes liquidation; § 293-A:14.09(a) separately requires payment or provision for claims. Other remedies and actual liability depend on separate law and facts. |
| New Jersey verified 2026-09-27 | N.J.S.A. §§ 14A:6-12, 14A:7-14.1; dividends, share purchases, and dissolution transfers involving directors and recipients. |
§ 14A:6-12(1)(a)–(d) reaches distributions/purchases contrary to Act or certificate and specified dissolution asset transfers; § 14A:7-14.1(2) sets ordinary financial tests. |
Director votes or concurs; no § 14A:6-12 liability if § 14A:6-14 duty discharged; certificate exculpation is conditional under § 14A:2-7(3). |
Joint and several for resulting creditor/shareholder injury; dissolution branches capped by assets transferred and unpaid claims/expenses (§ 14A:6-12(1)); no special interest formula. |
Liability runs to corporation for benefit of injured creditors/shareholders (§ 14A:6-12(1)); section does not enumerate every plaintiff. |
After director payment, subrogation against knowing dividend recipients, rescission recovery from knowing sellers, and dissolution-asset recipient subrogation (§ 14A:6-12(3)). |
Successful defendant may seek contribution from directors who voted for or concurred; § 14A:6-14 duty compliance defeats § 14A:6-12 liability. |
Every action against a director for § 14A:6-12(1) liability must begin within six years after cause accrues (§ 14A:6-12(5)); no separate recipient clock stated. |
§ 14A:6-12(1) preserves other director liabilities; no financial-test application or case-specific outcome decided. |
| New Mexico verified 2026-09-27 | NMSA 1978 § 53-11-46; voting or assenting directors; distributions under Business Corporation Act or articles. |
Distribution contrary to Act or articles (§ 53-11-46(A)); § 53-11-44(A) sets ordinary post-payment debt and asset limits. |
Vote or assent plus failure of § 53-11-35(B) duty standard; qualified reliance may protect; § 53-11-35(C) gives dissent routes. |
Joint and several; excess dividend amount or other-distribution value over lawful amount (§ 53-11-46(A)); no special interest formula. |
Director liable to corporation (§ 53-11-46(A)); no direct creditor claimant named in this section. |
Liable director may seek proportional contribution from recipients who knew distribution violated Act (§ 53-11-46(B)). |
Contribution from other assenting directors who failed duty standard; present director may dissent in minutes, file before adjournment, or mail immediately after (§§ 53-11-46(C), 53-11-35(C)). |
§ 53-11-46 states no section-specific filing or contribution period; general limitations need separate review. |
§ 53-11-44(E) addresses relation to other state distribution-legality statutes; no case-specific legality or liability outcome is decided. |
| New York verified 2026-09-27 | N.Y. Bus. Corp. Law §§ 719–720; dividends, other distributions, own-share purchases, and post-dissolution assets; director/recipient roles differ. |
§ 719(a)(1)–(3) reaches distributions contrary to § 510(a)–(b), purchases contrary to § 513, and post-dissolution assets distributed without provision for known liabilities. |
Director votes or concurs; attendance/absence creates rebuttable concurrence presumption; no § 719 liability if § 717(a) duty performed (§ 719(a), (b), (e)). |
Joint and several liability to corporation for creditor/shareholder injury resulting from listed action; § 719(a) states no separate interest formula. |
Corporation, receiver, bankruptcy trustee, officer, director, judgment creditor, or § 626 derivative shareholder/beneficial holder may bring § 719(a) action (§ 720(b)). |
After director payment: knowing dividend recipients face subrogation; knowing share sellers face rescission recovery; liquidation recipients face subrogation (§ 719(d)(1)–(3)). |
Successful defendant may seek contribution from voting/concurring directors; recorded or timely written dissent rebuts concurrence presumption (§ 719(b)–(c)). |
§§ 719–720 state no specific filing period for the statutory director claim or contribution; applicable general time limits require separate review. |
§ 719(f) preserves other legal liability; this comparison does not decide solvency, fiduciary breach, or a specific recovery. |
| North Carolina verified 2026-09-27 | N.C. Gen. Stat. §§ 55-6-40, 55-8-33; voting/assenting directors and knowing recipient shareholders. |
§ 55-6-40(c) debt-payment and asset/preference tests or articles restriction; § 55-8-33(a) supplies liability trigger. |
Vote or assent plus failure of § 55-8-30 good-faith, care, best-interests standard; ordinary defenses preserved (§ 55-8-33(a)). |
Excess above what § 55-6-40 or articles allowed; § 55-8-33(a) states no interest or joint-and-several formula. |
Director is personally liable to corporation (§ 55-8-33(a)); no separate creditor claimant named in this section. |
Liable director may obtain reimbursement from each shareholder for amount accepted knowing § 55-6-40 or articles violation (§ 55-8-33(b)(2)). |
Liable director may seek contribution from every other director who could be liable; ordinary defenses remain (§ 55-8-33(a)–(b)). |
Director proceeding under § 55-8-33(a) barred after three years from § 55-6-40(e)/(g) measurement date; no separate reimbursement clock stated. |
Articles-based exculpation cannot erase § 55-8-33 liability (§ 55-2-02(b)(3)); no case-specific financial or liability outcome decided. |
| North Dakota verified 2026-09-27 | N.D.C.C. §§ 10-19.1-94 to -95; voting, nonopposing, or consenting directors and recipient shareholders; § 10-19.1-01(19) includes dividends, acquisitions, and liquidation. |
§ 10-19.1-95(1) invokes § 10-19.1-92(1)/(5) or restrictions in articles, bylaws, or agreement; § 10-19.1-94(1) invokes § 10-19.1-92. |
Present vote for/failure to vote against or written consent, except § 10-19.1-51 prohibited voter, plus failed § 10-19.1-50 conduct; compliant § 10-19.1-92(2) determination prevents liability. |
Joint and several among liable directors for excess above amount properly payable under § 10-19.1-92; § 10-19.1-95 states no separate interest formula. |
Director claim belongs to corporation, receiver, or other winding-up agent; § 10-19.1-124(3) separately lets an unpaid known winding-up creditor pursue responsible directors/officers. |
Shareholder who knew or should have known owes excess to corporation, receiver, winding-up agent, or § 10-19.1-95(2) director (§ 10-19.1-94(1)); defendant director may implead for pro rata contribution. |
Director may implead other voting/consenting directors who failed § 10-19.1-50 and compel pro rata contribution (§ 10-19.1-95(3)); § 10-19.1-50(4) rebuts presumed assent by a vote against or specified exception. |
§§ 10-19.1-94(2), 10-19.1-95(4): shareholder and director actions within two years from distribution; § 10-19.1-95(2)-(3) uses impleader in that action, with no separate later clock stated. |
§ 10-19.1-92 governs liquidity and class preferences; § 10-19.1-124(3) gives a narrow winding-up creditor remedy. Other remedies and actual liability require separate law and facts. |
| Oklahoma verified 2026-10-06 | 18 O.S. § 1053; administering directors, corporation, creditors on dissolution/insolvency, and knowledgeable recipients through subrogation; dividends and stock purchases/redemptions. |
§ 1053 invokes §§ 41 and 52 of 1986 corporation act; current §§ 1041(A), 1052 address stock purchases/redemptions and dividends, with § 1049(A) dividend source limits. |
Willful or negligent violation under directors’ administration; absent or dissenting director may exonerate by timely minute-book dissent (§ 1053(A)). |
Joint/several liability for full unlawful dividend or purchase/redemption payment plus interest from accrual (§ 1053(A)). |
Corporation; creditors when corporation is dissolved or insolvent (§ 1053(A)). |
Successful defendant director subrogated, to amount paid, to corporation rights against recipient shareholders with knowledge of facts indicating illegality; proportionate receipts (§ 1053(C)). |
Contribution from directors voting for/concurring; absent or dissenting director can enter dissent in minutes at act or immediately upon notice (§ 1053(A)–(B)). |
§ 1053(A) makes directors liable at any time within six years after unlawful dividend or purchase/redemption; no distinct clock stated for contribution/subrogation. |
§ 1053 expressly gives creditor benefit on dissolution/insolvency; § 1041(A) has a future 2026 version with same purchase/redemption prohibition; no transaction outcome. |
| Oregon verified 2026-09-27 | ORS 60.367; voting/assenting directors and knowing recipient shareholders through contribution; § 60.001(7) includes dividends and share reacquisitions. |
Distribution violates Chapter 60 or articles (§ 60.367(1)); § 60.181(3) requires board judgment on post-payment debt and asset/preference capacity. |
Vote or assent without compliance with § 60.357 good-faith, care, best-interests standard; qualified reliance is available absent contrary knowledge. |
Corporation may recover excess above lawful amount (§ 60.367(1)); section sets no separate interest or joint-and-several formula. |
Corporation is express beneficiary of director liability (§ 60.367(1)); creditors are not named there. |
Liable director may claim contribution from shareholder for amount accepted knowing violation of Chapter 60 or articles (§ 60.367(2)(b)). |
Contribution from other directors who voted/assented without meeting § 60.357 standard; compliant director falls outside § 60.367(1). |
§ 60.367 states no special director-claim or contribution filing period; § 60.181(5) gives distribution measurement events, not a claim deadline. |
§ 60.367 addresses statutory excess recovery; this cell does not calculate permitted distributions or decide other remedies. |
| Pennsylvania verified 2026-09-27 | 15 Pa.C.S. §§ 1551, 1553; dividends and other distributions, including winding-up payments, involving assenting directors and knowing recipients. |
Distribution contrary to business-corporation subpart or bylaws; § 1551(b) post-payment debt and asset tests include winding-up distributions (§ 1553(a)). |
Vote or assent plus failure of § 1712 standard; shareholder-adopted bylaw may limit monetary liability under § 1713 (§ 1553(a)). |
Excess dividend amount or other-distribution value; jointly and severally liable with voting/assenting directors (§ 1553(a)); no special interest stated. |
§ 1553(a) makes director liable to corporation; section gives no separate list of creditor claimants. |
Liable director may seek proportional contribution from shareholders who knowingly accepted or received prohibited payment (§ 1553(b)). |
Claimed director may seek contribution from another voting/assenting director who failed statutory duty standard (§ 1553(c)); § 1713 may limit liability by shareholder bylaw. |
§ 1553(d) refers to 42 Pa.C.S. § 5524(5): two-year period; these provisions state no separate contribution start. |
Statutory recovery only; § 1553(e) restricts contrary articles; no financial-test or personal-liability result is decided. |
| Rhode Island verified 2026-09-27 | R.I. Gen. Laws § 7-1.2-811; voting or assenting directors; unlawful dividends/asset distributions, own-share purchases, and claims-unprovided liquidation payments. |
Dividend/distribution violates Chapter 7-1.2 or articles; own-share purchase violates chapter; liquidation pays assets before known debts are paid or adequately provided (§ 7-1.2-811(a)). |
Vote or assent; due-care and good-faith defense, including specified good-faith reliance on financial statements (§ 7-1.2-811(b)-(c)). |
Joint and several: excess unlawful dividend/asset value or share-purchase consideration; liquidation asset value only to extent debts remain unpaid (§ 7-1.2-811(a)). |
Directors liable to corporation (§ 7-1.2-811(a)); liquidation clause measures unpaid known debts but does not name creditors as direct claimants. |
Liable director may obtain contribution from knowing recipients of unlawful dividends/assets, in proportion to amounts received (§ 7-1.2-811(d)); no parallel recipient clause for share-purchase consideration. |
§ 7-1.2-811(d) gives recipient contribution, not an express other-director contribution route; § 7-1.2-811(b) specifies minute-entry, pre-adjournment written dissent, or immediate registered-mail dissent to rebut presumed assent. |
§ 7-1.2-811 states no special director, contribution, or recoupment filing period; § 7-1.2-614(a)(5) measures distributions but is not a claim deadline. |
§§ 7-1.2-601(f), 7-1.2-614(a)(3) govern ordinary financial limits; § 7-1.2-811(a)(3) separately addresses known debts in liquidation. Other remedies and outcomes need separate law and facts. |
| South Carolina verified 2026-09-27 | S.C. Code Ann. § 33-8-330; voting/assenting directors and knowing recipient shareholders through contribution; § 33-1-400(7) includes dividends and share reacquisitions. |
Distribution violates § 33-6-400 or articles; § 33-6-400(c) states post-payment debt and asset/liability/preference tests. |
Vote or assent plus established failure of § 33-8-300 good-faith, ordinary-care, best-interests duties; qualified reliance and ordinary director defenses. |
Corporation may recover excess above lawful amount (§ 33-8-330(a)); section states no separate interest or joint-and-several formula. |
Corporation is express beneficiary of director liability (§ 33-8-330(a)); section does not name creditors as direct claimants. |
Liable director may seek contribution for amount shareholder accepted knowing violation of § 33-6-400 or articles (§ 33-8-330(b)(2)). |
Contribution from every other director who could be liable; § 33-8-330(a) preserves ordinary defenses and requires vote or assent. |
§ 33-8-330 sets no separate filing period; § 33-8-300(e) governs an action for failure of that section’s duties, with earlier 3-year accrual/2-year discovery periods and fraudulent-concealment exception. |
§ 33-8-330 addresses statutory excess recovery only; no transaction-specific solvency calculation or other-remedy ruling. |
| South Dakota verified 2026-09-27 | S.D. Codified Laws §§ 47-1A-833, 47-1A-833.1; voting/assenting directors; ordinary and liquidation distributions (§§ 47-1A-640, 47-1A-1409). |
Excess over § 47-1A-640 articles/financial limits or § 47-1A-1409 claims-first duty (§ 47-1A-833). |
Vote or assent plus claimant's proof of failure to meet §§ 47-1A-830 and -830.1 good-faith, care, corporate-interest, and qualified-reliance standards. |
Amount exceeding permissible §§ 47-1A-640 or -1409 distribution, owed to corporation; § 47-1A-833 gives no separate interest or joint-liability formula. |
Director personally liable to corporation (§ 47-1A-833); this section names no direct creditor claimant. |
Liable director may recoup each shareholder's pro-rata unlawful amount knowingly accepted in violation of § 47-1A-640 or -1409 (§ 47-1A-833.1). |
Contribution from every other director who could be liable (§ 47-1A-833.1); present director may avoid presumed assent through timely objection or recorded/delivered dissent or abstention (§ 47-1A-824.1). |
Director claim: two years from § 47-1A-640.2/.4 measurement, articles-violation, or liquidation-payment date (§ 47-1A-833); contribution/recoupment: one year after final adjudication (§ 47-1A-833.1). |
§ 47-1A-640.5 excludes liquidation from ordinary limits; § 47-1A-1409 gives claims-first duty and barred/satisfied-claim protection. Other remedies and actual liability need separate law and facts. |
| Tennessee verified 2026-10-04 | Business Corporation Act § 48-18-302 covers director assent to a distribution violating § 48-16-401 or charter; § 48-16-401 includes share acquisitions, debt distributions, and other payments. Recipient liability is a knowing-receipt contribution route. |
§ 48-18-302(a) invokes § 48-16-401 or charter. Section 48-16-401(c) bars a distribution failing the debt-payment or balance-sheet test; this row does not calculate permissibility. |
Director must vote for or assent, and failure to comply with § 48-18-301 duties must be established; ordinary director defenses remain available (§ 48-18-302(a)). |
Personal liability to corporation for the excess over what could lawfully have been paid; § 48-18-302(a) states no separate interest measure or express joint-and-several phrase. |
§ 48-18-302(a) makes director liable to corporation; it gives no separate creditor enforcement route. |
Liable director may recover contribution from each shareholder up to the amount knowingly accepted in violation of § 48-16-401 or charter; § 48-18-302(b)(2) supplies no standalone shareholder claim by corporation. |
Liable director may seek contribution from every other director who could be liable; § 48-18-205(d) identifies objection, recorded dissent/abstention, and timely written dissent routes for a present director (§§ 48-18-302(b)(1), 48-18-205(d)). |
Proceeding under § 48-18-302 barred unless begun within two years of § 48-16-401 measurement date; § 48-16-401(e), (g) sets transaction-specific dates. No distinct contribution clock stated in § 48-18-302. |
§ 48-16-401(c) supplies the distribution tests and § 48-18-301 the director standard; § 48-18-302 does not address separate fraudulent-transfer, bankruptcy or tax remedies. |
| Texas verified 2026-09-27 | Tex. Bus. Orgs. Code §§ 21.303, .316–.318; voting or assenting directors and knowing recipient shareholders. |
§ 21.303 bars certificate violations, post-distribution insolvency, or amount above distribution limit, unless Chapter 11 compliance applies. |
Vote or assent; no liability if later permitted; good-faith ordinary-care reliance, book-value, and payment-provision defenses (§ 21.316(a)–(c)). |
Joint and several liability to corporation for amount exceeding § 21.303 permission; § 21.316(a) specifies no interest add-on. |
§ 21.316(a) names corporation as director-liability recipient; subsection (d) limits this statutory liability to corporation/creditors. |
Liable director may seek proportional contribution from knowing recipients; § 21.318(c) limits recipient liability for this violation, preserving named external remedies. |
Liable director may seek equitable contribution from other liable directors; statutory defenses in § 21.316(b)–(c). |
Director action under § 21.316 barred after second anniversary of alleged act (§ 21.317); no separate contribution clock stated in § 21.318. |
§§ 21.316(e), .318(c) preserve fraudulent-transfer and bankruptcy liability; no financial or case-specific outcome decided. |
| Utah verified 2026-09-27 | Utah Code §§ 16-10a-640, -842; director vote/assent to distribution, including share purchase/redemption; knowing shareholder contribution. |
Distribution violating § 16-10a-640 or articles; § 640(3) addresses debts due and asset/liability plus superior-preference limits (§ 842(1)). |
Vote or assent; failure of § 16-10a-840 duties, including good faith/prudent care; § 840(4) adds gross-negligence, willful-misconduct, or intentional-harm threshold. Ordinary director defenses preserved (§ 842(1)). |
Personally liable to corporation for amount exceeding lawful distribution; § 842 states no separate interest or joint-and-several formula. |
Director liability runs to corporation under § 842(1); this section does not specify direct creditor enforcement. |
Liable director may claim knowing shareholder contribution: recipient amount × unlawful excess as percentage of all shareholder distributions (§ 842(2)(b)). |
Contribution from every other director who could be liable; § 842(1) preserves ordinary defenses; § 840 compliance matters. |
A proceeding under § 842 is barred after 2 years from § 640(5) or (7) distribution-effect measurement; no separate later contribution clock stated. |
§ 640 contains the financial distribution limits and § 842 governs the cited recovery; other remedies and case-specific liability require separate analysis. |
| Vermont verified 2026-09-27 | 11A V.S.A. §§ 6.40, 8.33; director vote/assent to shareholder distribution, including purchase, redemption, or other share acquisition; knowing recipient contribution. |
Distribution violating § 6.40 or articles; § 6.40(c) addresses debts coming due and asset/liability plus superior-preference limits (§ 8.33(a)). |
Vote or assent and failure to perform under § 8.30; good faith, prudent-person care, corporate-interest belief, and qualified reliance (§ 8.33(a)). |
Personally liable to corporation for excess over amount allowed by § 6.40 or articles; § 8.33 gives no separate interest or joint-and-several formula. |
Director liability runs to corporation (§ 8.33(a)); this section gives no express direct creditor enforcement route. |
Liable director gets contribution from each shareholder for amount accepted knowing violation of § 6.40 or articles (§ 8.33(b)(2)). |
Contribution from every other director who could be held liable under § 8.33(a); compliance with § 8.30 defeats the conduct-failure element. |
A proceeding under § 8.33 is barred after 6 years from date distribution effect was measured under § 6.40(e); no separate later contribution trigger is stated. |
§ 6.40 states financial distribution limits and § 8.33 states statutory recovery; other remedies and case-specific liability require separate analysis. |
| Virginia verified 2026-09-27 | Va. Code § 13.1-692; voting/assenting directors and recipient shareholders for distributions beyond Chapter 9 or articles authority. |
Distribution above what Chapter 9 or articles authorize; § 13.1-653(C) sets ordinary post-payment debt and asset/preference tests. |
Vote or assent; claimant must prove noncompliance with § 13.1-690 good-faith business-judgment standard (§ 13.1-692(A)). |
Excess over amount that could have been distributed; § 13.1-692(A) states no interest or joint-and-several formula. |
§ 13.1-692(A) makes director personally liable to corporation and its creditors; asserting party bears conduct burden. |
Liable director may recoup from recipients in proportion to unlawful amounts received; § 13.1-692(B)(2) states no knowledge condition. |
Liable director may seek contribution from every other director who could be liable; compliant director avoids liability (§§ 13.1-692(B)(1), 13.1-690(C)). |
Director suit within two years after right accrues; contribution/recoupment within one year after claimant liability finally adjudicated (§ 13.1-692(C)–(D)). |
§ 13.1-653(H) excludes liquidation distributions from ordinary test; no solvency calculation or case-specific liability result. |
| Washington verified 2026-09-27 | RCW 23B.08.310; voting/assenting directors and knowing recipient shareholders; dividends, buybacks, indebtedness, and liquidation are distributions (§ 23B.01.400(8)). |
Violation of RCW 23B.06.400 or articles; post-distribution ability-to-pay and assets/liabilities/preference tests (§ 23B.06.400(3)). |
Director votes or assents and fails § 23B.08.300 good-faith, prudent-care, best-interests standard; ordinary director defenses retained (§ 23B.08.310(1)). |
Director owes excess above lawful amount to corporation; § 23B.08.310 does not add a separate interest or joint-liability formula. |
Corporation is named claimant against directors and knowing shareholders (§ 23B.08.310(1), (3)); section does not name creditors as direct claimants. |
Knowing recipient owes corporation the unlawful excess; liable director may seek contribution from knowing recipient; liable recipients may seek peer contribution (§ 23B.08.310(2)–(4)). |
Liable director may seek contribution from every other director who could be liable; § 23B.08.300(4) protects a director who met the conduct standard. |
Start proceeding before earlier of two years after § 23B.06.400(5) measurement or § 23B.14.340 dissolution survival period (usually three years after post-2006 dissolution); § 23B.08.310(5). |
§ 23B.06.400(8) times certain dissolved-entity transfers to shareholders; this comparison does not decide valuation, other creditor remedies, or any person's liability. |
| West Virginia verified 2026-09-27 | W. Va. Code § 31D-8-833; voting or assenting directors; shareholder distributions include dividends, share purchases, redemptions, and debt (§ 31D-1-150(6)). |
§ 31D-8-833(a) invokes § 31D-6-640(a), which subjects distributions to the articles and § 31D-6-640(c) financial limits. |
Vote or assent plus claimant's proof of failure to meet § 31D-8-830; good faith, corporate-interest, care, and qualified reliance rules apply (§ 31D-8-830). |
Amount exceeding a permitted § 31D-6-640(a) distribution, owed to corporation; § 31D-8-833(a) sets no separate interest or joint-liability formula. |
Director personally liable to the corporation; § 31D-8-833(a) names no direct creditor claimant. |
Liable director may recoup each shareholder's pro rata unlawful amount accepted with knowledge of the § 31D-6-640(a) violation (§ 31D-8-833(b)(2)). |
Contribution from every other director who could be liable (§ 31D-8-833(b)(1)); a present director can avoid presumed assent by timely objection or recorded/delivered dissent or abstention (§ 31D-8-824(d)). |
Director claim: two years after § 31D-6-640(e) or (g) measurement, or articles-violation date; contribution/recoupment: one year after claimant's liability is finally adjudicated (§ 31D-8-833(c)). |
§ 31D-8-833 ties recovery to § 31D-6-640(a); it supplies no separate bankruptcy or fraudulent-transfer test. No liability outcome follows without transaction and conduct facts. |
| Wyoming verified 2026-09-27 | Wyo. Stat. §§ 17-16-640, -833; ordinary and post-dissolution distributions; voting/assenting directors and knowing recipient shareholders. |
Excess beyond § 17-16-640 or post-dissolution § 17-16-1409(a), including articles restriction under § 17-16-640(a) (§ 17-16-833(a)). |
Vote or assent plus claimant proof of failure to comply with § 17-16-830; good faith, corporate-interest belief, appropriate care, and qualified reliance. |
Personally liable to corporation for excess above lawful amount; § 17-16-833 states no separate interest or joint-and-several formula. |
Director liability runs to corporation; § 17-16-833(a) assigns proof to party asserting liability and gives no express direct creditor route. |
Liable director may recoup each shareholder’s pro-rata portion of unlawful amount accepted knowingly (§ 17-16-833(b)(ii)). |
Contribution from every other director who could be liable; § 17-16-833(a) requires vote/assent and § 17-16-830 noncompliance. |
Director proceeding: 2 years from § 17-16-640(e)/(g) measurement, articles violation, or post-dissolution payment; contribution/recoupment: 1 year after final adjudication (§ 17-16-833(c)). |
Ordinary § 17-16-640 rule excludes article 14 liquidation; § 17-16-1409(a) supplies the dissolved-corporation route. Other remedies require separate analysis. |
Every jurisdiction we can source is here: 49 of 51, verified against the statute. Ohio and Wisconsin are absent because those states publish no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the rows go up.
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