LLC Distribution Limits and Improper-Distribution Liability by State
When may an ordinary domestic limited liability company make a distribution before or during winding up, what statutory financial tests and measurement rules apply, and who may be liable to the company for an improper distribution, subject to what contribution and limitation rules?
Jurisdictions
49 of 51 verified, 2 with no public source
Statutes checked
Every entry, oldest check September 19, 2026
Columns
10 per state
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What this survey covers
An LLC distribution statute may do more than impose a solvency test. It can define which transfers count, separate ordinary-course debt payment from an asset-liability-and-preference ceiling, select a measurement date for a delayed payment or redemption, treat distribution debt differently from other liabilities, and assign separate exposure to the person who authorizes the payment and the person who receives it. This survey keeps those questions in separate columns and also reports the statute's contribution and time-bar rules.
The table states the statutory tests without applying them. It does not decide whether an LLC can pay its debts, value assets or preferences, determine what a participant knew, advise whether to pay or return money, or predict who may sue or recover.
Why the state architecture matters
California and Florida each bar a distribution if the LLC would be unable to pay debts as they become due or if assets would fall below liabilities plus superior liquidation preferences. California's current text states, “A limited liability company shall not make a distribution if after the distribution either” test applies; Florida's current section supplies the same two-part structure and permits reasonable accounting practices, fair valuation, or another reasonable method. Both ordinarily measure an authorization when payment follows within 120 days and otherwise measure payment. Cal. Corp. Code § 17704.05 and Fla. Stat. § 605.0405 (accessed September 19, 2026).
The District of Columbia uses the same two-test and 120-day framework, but the asset test adds superior preferences “unless the operating agreement permits otherwise.” Delaware instead prohibits a member distribution to the extent that, after giving effect to it, LLC liabilities exceed the fair value of LLC assets; its recipient rule requires knowledge of the violation and generally cuts off distribution-amount liability after three years unless a timely action results in an adjudication. D.C. Code § 29-804.05 and 6 Del. C. § 18-607 (accessed September 19, 2026).
Massachusetts ties authorizer liability to an operating-agreement violation: chapter 156C, § 35 makes a member or manager who votes for or assents to a distribution liable for the excess over what the agreement permitted. It provides contribution from other liable authorizers and knowing member recipients and bars proceedings unless begun within two years after the distribution. Section 46 separately provides winding-up priorities and provision for known claims. Mass. Gen. Laws ch. 156C, § 35 and § 46 (accessed September 30, 2026).
Scope boundaries
This is a comparison of statutory financial limits and internal recovery architecture, not a distribution calculator, solvency opinion, creditor-remedy guide, or liability forecast. It does not choose a valuation method, interpret an operating agreement, classify a tax payment, resolve a fiduciary or fraudulent-transfer claim, or apply any test to a company's facts. Each state cell records the current official text behind its table values; the complete governing and financial record still controls a real transaction.
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 | Governing law, entity, distribution, and winding-up scope | Ordinary-course debt-payment and insolvency test | Assets, liabilities, preferences, fair value, and exclusions | Accounting statements, valuation methods, and decision date | Authorization, payment, redemption, debt, and delayed-payment measurement | Conditional distribution debt, creditor status, parity, and subordination | Authorizer, standard, and liability to the company | Recipient knowledge, return amount, defenses, and contribution | Limitation or repose period, accrual, and survival | Tax, fiduciary, transfer, bankruptcy, creditor, and calculation boundaries |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-19 | Alabama LLC Law, ch. 5A; ordinary predissolution distributions default to equal money shares and give entitled member creditor remedies (§ 10A-5A-4.05). § 10A-5A-4.06 financial/liability rule excludes series and winding-up distributions; winding up instead pays/provides for creditors before surplus (§ 10A-5A-7.06) |
No separate ordinary-course debt-payment or cash-flow insolvency test in ordinary § 10A-5A-4.06(a)(1); winding up requires payment or adequate provision for creditors (§ 10A-5A-7.06(a)) |
Prohibited to extent nonmember-transferable-interest and non-limited-recourse liabilities exceed fair value of assets after distribution; encumbered property counted only by fair-value excess over limited-recourse debt; no superior-preference add-on (§ 10A-5A-4.06(a)(1)) |
Fair value measured at time of distribution after giving it effect; no financial-statement safe harbor, accounting practice, appraisal method, reliance rule, or other valuation method stated (§ 10A-5A-4.06(a)(1)) |
Measured at time of distribution after giving effect; no separate authorization, delayed-payment, redemption, interest-acquisition, distribution-debt, or payment-by-payment measurement rule stated (§ 10A-5A-4.06(a)(1)) |
Entitled member has LLC-creditor status/remedies; no conditional distribution-debt exclusion, parity, subordination, or installment-retest rule stated (§ 10A-5A-4.05(a)(4)) |
No separate ordinary-LLC statutory member/manager authorizer liability, voting/consent standard, or excess measure; § 10A-5A-4.06(a)(2) places the internal claim on a knowing recipient member |
Member who knowingly receives violation of financial ceiling or LLC agreement liable to LLC for amount received; unknowing member not liable under section; other-law obligations preserved subject to time bar; no contribution, impleader, or retained-benefit defense stated (§ 10A-5A-4.06(a)(2), (c)-(d)) |
Action under § 10A-5A-4.06 or other applicable law barred unless commenced within two years after distribution (§ 10A-5A-4.06(d)) |
Reasonable service compensation and ordinary bona fide benefit-plan payments excluded; other-law distribution obligations preserved but subject to two-year bar; ordinary rule does not apply to § 10A-5A-7.06 winding distributions (§ 10A-5A-4.06(c)-(f)). No fair-value calculation, knowledge finding, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Alaska verified 2026-09-19 | Alaska Revised LLC Act, AS ch. 10.50; “interim distribution” is an asset distribution to members other than under winding-up § 10.50.425. §§ 10.50.305-.320 state no winding-up exclusion; § 10.50.425 separately orders assets and includes liabilities for distributions under §§ .295-.330 (§§ 10.50.425, .990(8)) |
No distribution if afterward company could not pay debts as they become due in usual course of conducting affairs (§ 10.50.305(a)(1)) |
No distribution if assets below liabilities plus amount needed for superior member dissolution preferences, unless operating agreement provides otherwise; no fair-value label, liability exclusion, or compensation/benefit exclusion stated (§ 10.50.305(a)(2)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows 120-day authorization/payment rule (§ 10.50.305(b)-(c)) |
Authorization date if paid within 120 days, payment date if later; each payment on distributed debt measured when actually paid. No distinct purchase/redemption/acquisition or other-debt issuance rule stated (§ 10.50.305(c), (e)) |
Debt payable only when distribution could then be lawful excluded under § 10.50.305(d), which cross-references determinations under subsection (b) as written; each payment on distributed debt retested. No parity, security, subordination, or general distribution-creditor-status rule stated (§ 10.50.305(d)-(e)) |
§§ 10.50.305-.320 state recipient liability, not a separate member/manager authorizer claim, conduct standard, or authorizer liability amount |
Member receiving prohibited distribution with knowledge of impropriety facts owes amount received plus legal judgment-rate interest, capped by liabilities to nonconsenting creditors and injury to nonconsenting members. Qualifying creditors/preferred members sue in company name; defendant may compel contribution (§ 10.50.320) |
§§ 10.50.305-.320 state no special limitation/repose period, accrual rule, or dissolution/survival rule for prohibited-distribution recovery; no general civil period substituted |
§ 10.50.320 preserves other-law member liability and identifies creditor/member plaintiffs and caps. No tax, fiduciary, transfer, bankruptcy, or calculation rule here; table does not decide solvency, knowledge, injury, consent, standing, interest, or liability (§ 10.50.320) |
| Arizona verified 2026-09-19 | Arizona LLC Act; § 29-3405 expressly includes § 29-3707 winding-up distributions; ordinary recipient rule applies to any person (§§ 29-3405(A), 29-3406(A)) |
Prohibited if, after distribution, company could not pay debts as due in ordinary course of activities and affairs (§ 29-3405(A)(1)) |
Prohibited if total assets would be less than total liabilities; no superior-preference add-on. Conditional distribution debt and disposed dissolved-company claims excluded (§ 29-3405(A)(2), (E)-(F)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; date depends on acquisition/relinquishment, distributed debt, or authorization/payment timing (§ 29-3405(B)-(C)) |
Redemption/purchase/governance-right relinquishment uses earlier of property/debt or ownership cessation; other debt when distributed; otherwise authorization if paid within 120 days, payment if later; conditional-debt payments retested (§ 29-3405(C), (E)) |
Compliant debt to member/transferee at parity with general unsecured debt unless subordinated; conditional debt excluded and payments retested. Entitled member/transferee has creditor status subject to offset (§§ 29-3404(D), 29-3405(D)-(E)) |
§§ 29-3405-.3406 state no separate statutory member/manager authorizer liability; liability is recipient-focused |
Any person receiving violation personally liable to LLC only for excess; no knowledge, contribution, or impleader condition stated (§ 29-3406(A)) |
Action under § 29-3406 barred unless commenced no later than 3 years after distribution (§ 29-3406(B)) |
§§ 29-3405-.3406 state financial limits and recipient liability only; no solvency calculation, valuation, knowledge finding, creditor-standing conclusion, tax treatment, fiduciary result, transfer result, or bankruptcy outcome here |
| Arkansas verified 2026-09-19 | Arkansas Uniform Limited Liability Company Act, ch. 38; money/property transfer on account of a transferable interest or member capacity, including redemption/purchase and relinquished governance or information rights; excludes reasonable service compensation and bona fide ordinary-course benefit-plan payments; § 4-38-405 also covers winding-up distributions (§§ 4-38-102(4), -405(a), -707) |
No distribution if afterward the LLC could not pay debts as they become due in the ordinary course of its activities and affairs (§ 4-38-405(a)(1)) |
No distribution if afterward assets would be below liabilities plus the amount needed for superior winding-up preferences; operating agreement may remove only the preference add-on; reasonable service compensation and bona fide ordinary-course benefit payments are outside the definition (§§ 4-38-102(4)(B), -105(f)(1)(B), -405(a)(2)) |
May use financial statements based on accounting practices and principles reasonable in the circumstances, or fair valuation or another reasonable method (§ 4-38-405(b)) |
Acquisition: earlier of property transfer/debt incurrence or holder ceasing to own the acquired right; other debt: distribution date; all others: authorization if paid within 120 days, otherwise payment (§ 4-38-405(c)) |
Compliant distribution debt is at parity with general unsecured debt unless subordinated; debt payable only when a distribution could then be lawful is excluded from liabilities, and each principal/interest payment on distribution debt is retested when paid (§§ 4-38-404(d), -405(d)-(e)) |
Consenting member in member-managed LLC or manager in manager-managed LLC is liable to the company for the unlawful excess only if consent also fails § 4-38-409; operating agreement may shift member-managed distribution authority and exposure to other members (§ 4-38-406(a)-(b)) |
Knowing recipient owes the company only the excess over what could lawfully have been paid; liable authorizer may implead other liable authorizers and knowing recipients and seek statutory contribution (§ 4-38-406(c)-(d)) |
Action under the improper-distribution liability section barred unless commenced within 2 years after the distribution (§ 4-38-406(e)) |
Winding-up measurement excludes claims disposed of under §§ 4-38-704 to -706; the surveyed sections do not calculate solvency/fair value, determine knowledge or § 4-38-409 compliance, or resolve tax, bankruptcy, fraudulent-transfer, fiduciary, creditor-standing, or other-law claims (§§ 4-38-405(f), -406) |
| California verified 2026-09-19 | California Revised Uniform LLC Act; money/property transfer on account of a transferable interest (§ 17701.02(f)); reasonable compensation and bona fide benefit-plan payments excluded (§ 17704.05(g)); winding-up order expressly references §§ 17704.04-.06 (§ 17707.05(a)(1)) |
Prohibited if, after distribution, LLC could not pay debts as they become due in ordinary course (§ 17704.05(a)(1)) |
Prohibited if assets would be less than liabilities plus amount needed for superior winding-up preferences; conditional distribution debt excluded from liabilities (§ 17704.05(a)(2), (e)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; governing measurement date depends on transaction/payment timing (§ 17704.05(b)-(c)) |
Interest purchase/redemption measured when property transfers or debt is incurred; otherwise authorization if paid within 120 days, payment if later; distribution-debt installments measured when paid (§ 17704.05(c), (f)) |
Compliant distribution debt is at parity with general unsecured debt; conditional distribution debt is excluded from liabilities and each principal/interest payment is retested (§ 17704.05(d)-(f)); entitlement makes recipient an LLC creditor (§ 17704.04(d)) |
Consenting member of member-managed LLC or manager of manager-managed LLC personally liable to LLC for excess; agreement may reallocate member consent responsibility; member excess-distribution liability cannot be eliminated (§§ 17704.06(a)-(b), 17701.10(g)(3)) |
Knowing recipient personally liable to LLC only for excess; liable authorizer may implead other liable authorizers and knowing recipients for contribution (§ 17704.06(c)-(d)) |
Action under § 17704.06 barred unless commenced within four years after distribution (§ 17704.06(e)) |
Statute supplies LLC-internal excess-distribution liability and preserves listed nonwaivable member liability; no solvency calculation, valuation, knowledge finding, creditor-standing conclusion, tax treatment, fiduciary result, fraudulent-transfer result, or bankruptcy outcome here (§§ 17701.10(g), 17704.05-.06) |
| Colorado verified 2026-09-19 | Colorado LLC Act, tit. 7 art. 80; § 7-80-606 applies to member distributions but excludes reasonable service compensation and bona fide benefit-plan payments; dissolved LLC continues only for winding up, including liabilities and remaining-property distribution (§§ 7-80-606(1), 7-80-803) |
No separate ordinary-course debt-payment or cash-flow insolvency test; Colorado uses only the fair-value asset-liability ceiling in § 7-80-606(1) |
Prohibited to extent nonmember and non-limited-recourse liabilities exceed fair value of assets after distribution; encumbered property counted only by fair-value excess over limited-recourse debt; no superior-preference add-on (§ 7-80-606(1)) |
Fair value of assets measured at time of distribution after giving it effect; no financial-statement safe harbor, accounting practice, appraisal method, reliance rule, or other valuation method stated (§ 7-80-606(1)) |
Measured at time of distribution after giving effect; no separate authorization, delayed-payment, redemption, interest-acquisition, distribution-debt, or payment-by-payment rule stated (§ 7-80-606(1)) |
Entitled member has LLC-creditor status/remedies; no conditional distribution-debt exclusion, parity, subordination, or installment-retest rule stated (§ 7-80-605) |
No separate statutory member/manager authorizer liability, voting/consent standard, or excess-distribution measure; § 7-80-606 imposes its internal claim on a knowing recipient member (§ 7-80-606(2)) |
Knowing recipient member liable to LLC for distribution amount; unknowing member not liable under subsection; agreement/other-law obligations preserved subject to special cutoff. Unanimous written consent may compromise return obligation, but a creditor who relied on original obligation may enforce it; no contribution rule (§§ 7-80-502(2), 7-80-606(2)-(3)) |
Unless otherwise agreed, no article/other-law liability for distribution amount after three years from distribution unless recovery action began before expiry and adjudicates member liability (§ 7-80-606(3)) |
Internal knowing-recipient claim belongs to LLC; qualifying creditor reliance on original return obligation survives compromise; winding up separately requires discharge/provision for liabilities (§§ 7-80-502(2), 7-80-606(2), 7-80-803). No fair-value calculation, knowledge finding, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or remedy prediction here |
| Connecticut verified 2026-09-19 | Connecticut ULLC Act, ch. 613a; distribution includes interest redemption/purchase and member-right relinquishment but excludes reasonable service compensation/ordinary bona fide benefit payments (§ 34-243a(8)); limits and recovery in §§ 34-255d to -255e; winding-up order in § 34-267f |
Prohibited if, after distribution, company could not pay debts as due in ordinary course of activities and affairs (§ 34-255d(a)(1)) |
Prohibited if assets would be below liabilities plus amount needed for superior member/transferee dissolution and winding-up preferences; no limited-recourse or other general liability exclusion, but disposed dissolved-company claims excluded for § 34-267f measurement (§ 34-255d(a)(2), (f)) |
May use reasonable-under-circumstances accounting statements, fair valuation, or another reasonable method; governing date follows acquisition/authorization/payment rules (§ 34-255d(b)-(c)) |
Interest acquisition/member-right relinquishment measured at property transfer or debt incurrence; otherwise authorization if paid no later than 120 days, payment if more than 100 days—the official text facially overlaps days 101-120; distribution-debt installments measured when paid (§ 34-255d(c), (e)) |
Compliant distribution debt at parity with general unsecured debt; conditionally payable distribution debt excluded from liabilities and each payment retested; section states no express subordination exception (§ 34-255d(d)-(e)) |
Consenting member of member-managed LLC or manager of manager-managed LLC liable to company for excess if § 34-255h good-faith/prudent-person/best-interest standard not met; member-managed agreement may reallocate consent responsibility (§§ 34-255e(a)-(b), 34-255h(c), (i)) |
Knowing recipient personally liable to LLC for excess; liable authorizer may implead other liable authorizers and knowing recipients for contribution; no separate recipient defense stated (§ 34-255e(c)-(d)) |
Action under § 34-255e barred unless commenced not later than two years after distribution (§ 34-255e(e)) |
Authorizer liability expressly turns on § 34-255h conduct; winding up discharges creditors first and uses money-only surplus tiers; disposed claims excluded from dissolved-company test liabilities (§§ 34-255d(f), 34-255h, 34-267f). No solvency calculation, valuation choice, duty/knowledge finding, tax treatment, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Delaware verified 2026-09-19 | Delaware LLC Act, 6 Del. C. ch. 18; §§ 18-601 to -607 govern interim/member distributions. § 18-804 separately orders winding-up assets, supplies parallel knowing-recipient recovery, and expressly displaces § 18-607 for its distributions (§§ 18-607, 18-804) |
No separate debts-as-they-become-due or insolvency test in § 18-607; ordinary financial limit is the at-distribution fair-value asset-liability test (§ 18-607(a)) |
Bar to extent post-distribution liabilities exceed fair value of assets; exclude member-interest and limited-recourse liabilities, count encumbered property only by excess fair value, and exclude reasonable service compensation and bona fide ordinary-course benefit payments; no superior-preference add-on (§ 18-607(a)) |
§ 18-607 states fair value and measures at distribution after giving effect; no accounting-statement, projection, reliance, or alternative-method rule stated |
Test applies at distribution after giving effect; §§ 18-601 to -607 state no separate authorization, 120-day delay, redemption/acquisition, distribution-debt, or payment-by-payment measurement rule. Agreement may set a record date (§ 18-606) |
Entitled member has default creditor status/remedies subject to §§ 18-607 and -804 and agreement; no conditional-debt exclusion, payment retest, parity, security, or subordination rule stated (§ 18-606) |
§§ 18-607 and -804 state recipient liability, not a separate member/manager authorizer claim, conduct standard, or liability amount; agreement controls interim-distribution extent, times, and events (§ 18-601) |
Knowing member owes LLC full distribution; unknowing member owes nothing under recipient rules. Agreement/other-law obligations preserved subject to agreement-qualified cutoff; no contribution/impleader rule (§§ 18-607(b)-(c), 18-804(c)-(d)) |
Unless otherwise agreed, no member liability under Act/other law for distribution amount after 3 years from distribution unless recovery action starts before expiry and adjudicates liability; parallel ordinary and winding-up rules (§§ 18-607(c), 18-804(d)) |
Agreement/other-law recipient obligations preserved subject to cutoff; LLC agreement may alter duties/liability but not bad-faith implied-covenant liability. No tax, transfer, bankruptcy, or calculation result here; table does not decide value, knowledge, standing, or liability (§§ 18-607, 18-804, 18-1101) |
| District of Columbia verified 2026-09-19 | D.C. ULLCA; distribution is money/property transfer on account of transferable interest or member capacity. Financial test expressly includes § 29-807.05(c) winding-up distributions; § 29-807.05 separately orders assets (§§ 29-801.02(3), 29-804.05(a), 29-807.05) |
No distribution if afterward company could not pay debts as they become due in ordinary course of activities and affairs (§ 29-804.05(a)(1)) |
No distribution if assets below liabilities plus amount needed for superior member/transferee dissolution/winding-up/termination preferences, unless agreement permits otherwise; wind-up test excludes claims disposed under §§ 29-807.03, -.04, or -.07 (§ 29-804.05(a)(2), (g)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows acquisition, debt-distribution, or 120-day rules (§ 29-804.05(b)-(c)) |
Acquisition: earlier of property transfer/debt incurrence or recipient ceasing to own acquired interest/right; other debt: distribution date; others: authorization if paid ≤120 days, payment if later; each payment on distributed debt measured when paid (§ 29-804.05(c), (f)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member/transferee debt at parity with general unsecured debt except agreed subordination. Entitled member/transferee has creditor remedies subject to company offset (§§ 29-804.04(d), 29-804.05(d)-(f)) |
Responsible member in member-managed LLC or manager in manager-managed LLC who consents and fails § 29-804.09 duties owes LLC unlawful excess; agreement may reallocate member-managed consent responsibility (§ 29-804.06(a)-(b)) |
Any knowing recipient owes LLC unlawful excess. Sued authorizer may implead other liable authorizers and knowing recipients for contribution, limited to recipient's unlawful excess (§ 29-804.06(c)-(d)) |
Any § 29-804.06 authorizer, recipient, or contribution action barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 29-804.06(e)) |
Authorizer claim incorporates § 29-804.09 duties; agreement cannot exonerate bad faith, willful/intentional misconduct, or knowing illegality. No tax, transfer, bankruptcy, or calculation result here; table does not decide conduct, knowledge, values, standing, or liability (§§ 29-801.07, 29-804.06) |
| Florida verified 2026-09-19 | Fla. Stat. ch. 605; § 605.0405 expressly includes winding-up distributions under § 605.0710; benefit-plan/service exclusions are not stated in § 605.0405 (§§ 605.0405(1), 605.0710) |
Prohibited if, after distribution, company could not pay debts as they become due in ordinary course of activities and affairs (§ 605.0405(1)(a)) |
Prohibited if assets would be less than liabilities plus amount needed for superior dissolution/winding-up preferences; disposed dissolved-company claims excluded when measuring § 605.0710 distribution (§ 605.0405(1)(b), (6)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; measurement date depends on acquisition, debt distribution, or authorization/payment timing (§ 605.0405(2)-(3)) |
Interest acquisition measured at earlier of transfer/debt or ownership cessation; debt distribution when issued; otherwise authorization if paid within 120 days, payment if later; qualifying distribution-debt installments retested when paid (§ 605.0405(3), (5)) |
Compliant debt to member/transferee at parity with general unsecured debt unless subordinated by agreement; conditional distribution debt excluded from liabilities and principal/interest payments retested (§ 605.0405(4)-(5)) |
Consenting member/manager liable to LLC for excess only when consent also fails § 605.04091 conduct standard; operating agreement may shift member consent authority and liability (§§ 605.0406(1)-(2), 605.04091) |
Knowing recipient liable to LLC only for excess; sued authorizer may implead other liable authorizers and knowing recipients for contribution (§ 605.0406(3)-(4)) |
Action under § 605.0406 barred unless commenced within 2 years after distribution (§ 605.0406(5)) |
Authorizer liability expressly cross-references conduct duties; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§§ 605.0406(1), 605.04091) |
| Georgia verified 2026-09-19 | Georgia LLC Act; § 14-11-407 reaches member, assignee, and dissociated-interest distributions. Winding up first discharges/provides/disposes of liabilities, then distributes remaining assets; separate undisposed-claim recovery applies (§ 14-11-605) |
Prohibited if, after distribution, LLC could not pay debts as they become due in usual course of business (§ 14-11-407(a)(1)) |
Prohibited if assets would be less than liabilities plus superior dissolution preferences; articles or written operating agreement may remove preference add-on. Conditional distribution debt excluded (§ 14-11-407(a)(2), (e)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; measurement date depends on acquisition, debt distribution, or authorization/payment timing (§ 14-11-407(b)-(c)) |
Interest acquisition measured at earlier of property/debt transfer or member-status cessation; other debt when distributed; otherwise authorization if paid within 120 days, payment if later; distribution-debt installments retested when paid (§ 14-11-407(c), (e)) |
Compliant debt at parity with general unsecured debt unless subordinated or secured; conditional distribution debt excluded and payments retested. Entitled member has creditor status/remedies (§§ 14-11-407(d)-(e), 14-11-409) |
Voting or expressly consenting member/manager liable to LLC for excess if noncompliance with § 14-11-407 and breach of § 14-11-305 duty are established, disregarding permitted duty limitation (§ 14-11-408(a)) |
Liable authorizer entitled to contribution from other persons liable under § 14-11-408(a) and from each member for amount knowingly received in violation; no separate direct LLC claim against recipient stated in § 14-11-408(b) |
Proceeding under § 14-11-408 barred unless commenced within 2 years after distribution-effect measurement date under § 14-11-407 (§ 14-11-408(c)) |
Authorizer liability expressly depends on § 14-11-305 duty; no solvency calculation, valuation, knowledge or duty finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§ 14-11-408(a)) |
| Hawaii verified 2026-09-19 | Hawaii Uniform LLC Act, HRS ch. 428; distribution is money/property/other-benefit transfer to member in member capacity or transferee of distributional interest. §§ 428-406 to -407 state no winding-up exclusion; § 428-806 separately orders winding-up assets (§§ 428-101, 428-806) |
No distribution if LLC could not pay debts as they become due in ordinary course of business (§ 428-406(a)(1)) |
No distribution if total assets below liabilities plus amount needed for superior member dissolution/winding-up/termination preferences; no compensation/benefit exclusion, liability exclusion, or express agreement variation stated (§ 428-406(a)(2)) |
May rely on financial statements using accounting practices/principles reasonable in circumstances, fair valuation, or another reasonable method; decision date follows acquisition or 120-day rule (§ 428-406(b)-(c)) |
Purchase/redemption/other distributional-interest acquisition: property-transfer or debt-incurrence date; all others: authorization if paid within 120 days, payment if later; each payment on distributed debt measured when paid (§ 428-406(c), (e)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member distribution debt at parity with general unsecured debt, with no express subordination exception. Entitled member has creditor remedies (§§ 428-405(c), 428-406(d)-(e)) |
Member in member-managed LLC, or member/manager in manager-managed LLC, voting for/assenting to statutory or identified document violation owes LLC unlawful excess if failure to comply with § 428-409 duties is established (§ 428-407(a)) |
Separate recipient rule reaches knowing member of manager-managed LLC only and only a § 428-406 violation, for unlawful excess. Sued authorizer may implead liable authorizers and those knowing member-recipients for contribution (§ 428-407(b)-(c)) |
Any § 428-407 authorizer, recipient, or contribution proceeding barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 428-407(d)) |
Authorizer claim incorporates § 428-409 duties; operating agreement cannot eliminate loyalty/good faith and cannot unreasonably reduce care. No tax, fraudulent-transfer, bankruptcy, or calculation rule here; table does not decide conduct, knowledge, values, standing, or liability (§§ 428-103(b), 428-407, 428-409) |
| Idaho verified 2026-09-19 | Idaho Uniform LLC Act; distribution includes money/property transfer on account of transferable interest or member capacity, including redemption/purchase and payment for relinquished governance/information rights, but excludes stated compensation/benefits. § 30-25-405 expressly covers § 30-25-707 winding-up distributions (§§ 30-25-102(3), 30-25-405, 30-25-707) |
No distribution if afterward company could not pay debts as they become due in ordinary course of activities and affairs; operating agreement cannot alter this test (§§ 30-25-105(d)(1)(B), 30-25-405(a)(1)) |
No distribution if assets below liabilities plus amount needed for superior member/transferee dissolution and winding-up preferences; agreement may remove only preference add-on. Winding-up test excludes claims disposed under §§ 30-25-704 to -706 (§§ 30-25-105(d)(1)(B), 30-25-405(a)(2), (f)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows acquisition, debt-distribution, or 120-day rules (§ 30-25-405(b)-(c)) |
Acquisition/redemption: earlier of property transfer/debt incurrence or recipient ceasing to own acquired interest/right; other debt: distribution date; others: authorization if paid ≤120 days, payment if later; each payment on distribution debt measured when paid (§ 30-25-405(c), (e)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member/transferee distribution debt at parity with general unsecured debt except agreed subordination. Entitled member/transferee has creditor remedies subject to company offset (§§ 30-25-404(d), 30-25-405(d)-(e)) |
Responsible member in member-managed LLC or manager in manager-managed LLC who consents and fails § 30-25-409 standards owes LLC unlawful excess; agreement may reallocate member-managed consent responsibility, subject to agreement limits on bad faith, misconduct, and knowing legal violations (§§ 30-25-105(c)(7), (d)(2), 30-25-406(a)-(b), 30-25-409) |
Knowing recipient owes LLC unlawful excess. Sued authorizer may implead other liable authorizers and knowing recipients for contribution, limited to recipient's unlawful excess (§ 30-25-406(c)-(d)) |
Any § 30-25-406 authorizer, recipient, or contribution action barred unless commenced no later than 2 years after distribution; section states no adjudication or dissolution extension (§ 30-25-406(e)) |
Authorizer liability incorporates § 30-25-409 duties; agreement has stated duty/liability limits. No tax, fraudulent-transfer, bankruptcy, or solvency-calculation rule here; table does not decide conduct, knowledge, reasonableness, values, standing, or liability (§§ 30-25-105, 30-25-406, 30-25-409) |
| Illinois verified 2026-09-19 | Illinois LLC Act; money, property, or other benefit to member in member capacity or transferee (§ 1-5). Article 25 states financial limit/liability; winding up first discharges creditor obligations, then pays member net amounts in money (§ 35-10) |
Prohibited if company could not pay debts as they become due in ordinary course of business (§ 25-30(a)(1)) |
Prohibited if assets would be less than liabilities plus amount needed for superior dissolution/winding-up/termination preferences; conditional distribution debt excluded (§ 25-30(a)(2), (e)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; measurement date depends on interest acquisition or authorization/payment timing (§ 25-30(b)-(c)) |
Interest purchase/redemption measured when property transfers or debt incurred; otherwise authorization if paid within 120 days, payment if later; distribution-debt payments retested when paid (§ 25-30(c), (e)) |
Compliant distribution debt at parity with general unsecured debt; conditional distribution debt excluded from liabilities and principal/interest payments retested. No express subordination qualifier or general recipient-creditor-status rule in § 25-30(d)-(e) |
Consenting member/member-manager liable to LLC for excess when consent violates § 25-30, articles, or agreement and fails § 15-3; agreement may shift authority; sufficient amendment vote avoids liability for governing-record-only violation (§ 25-35(a)-(c)) |
Knowing recipient liable to LLC only for excess; defendant may implead consenting member/managers and knowing recipients and compel contribution (§ 25-35(d)-(e)) |
Proceeding under § 25-35 barred unless commenced within 2 years after distribution (§ 25-35(f)) |
Authorizer liability expressly cross-references § 15-3 duties; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§ 25-35(a)) |
| Indiana verified 2026-09-19 | Indiana Business Flexibility Act, IC art. 23-18; direct/indirect money, property, or debt transfer to/for members, including dividends, redemptions, and interest acquisitions; reasonable service compensation/benefits and bona fide guarantees excluded (§§ 23-18-1-1, -7). Winding-up assets use separate creditor-first order (§ 23-18-9-6) |
Prohibited if, after distribution, LLC could not pay debts as they become due in usual course (§ 23-18-5-6(a)(1)) |
Prohibited if assets would be below liabilities plus amount needed for superior winding-up preferences, unless operating agreement permits otherwise; no limited-recourse exclusion stated (§ 23-18-5-6(a)(2)) |
May use reasonable-under-circumstances accounting statements, fair valuation of assets/liabilities, or another reasonable member/manager-approved method; measurement date follows authorization/payment rules (§ 23-18-5-6(b)-(c)) |
General rule, including purchases/redemptions: authorization if paid within 120 days, payment if later; distribution-debt principal/interest measured when actually paid (§§ 23-18-1-7, 23-18-5-6(c), (f)) |
Distribution debt at parity with general unsecured debt unless agreed subordinate; conditionally payable distribution debt excluded from test liabilities and each payment retested; entitled member has creditor status/remedies (§§ 23-18-5-6(d)-(f), -9) |
Voting/assenting member or manager personally liable to LLC for excess when distribution violates agreement or § 23-18-5-6; liability text also states “or if” noncompliance with § 23-18-5-6 is established, without a separate conduct standard (§ 23-18-5-7(a)) |
Liable authorizer gets contribution from each other authorizer who could be liable and each member for amount knowingly received; § 23-18-5-2 permits compromise of a member's return obligation by written-agreement compliance or unanimous consent but preserves qualifying creditor reliance rights (§§ 23-18-5-2(a)-(b), -7(b)) |
Proceeding under liability section barred unless commenced within two years after effect of distribution is measured under § 23-18-5-6, which may be authorization, later payment, or each debt-payment date (§ 23-18-5-7(c)) |
Agreement may remove preference add-on, and agreement violation independently triggers authorizer rule; winding up pays creditors before member distributions (§§ 23-18-5-6(a), -7(a); 23-18-9-6). No solvency calculation, valuation choice, knowledge finding, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Iowa verified 2026-09-19 | Iowa Uniform Limited Liability Company Act, ch. 489; money/property transfer on account of a transferable interest or member capacity, including redemption/purchase and relinquished governance or information rights; excludes reasonable service compensation and bona fide ordinary-course benefit-plan payments; § 489.405 also covers winding-up distributions (§§ 489.102(5), .405(1), .707) |
No distribution if afterward the LLC could not pay debts as they become due in the ordinary course of its activities and affairs (§ 489.405(1)(a)) |
No distribution if afterward assets would be below liabilities plus the amount needed for superior winding-up preferences; no agreement exception stated; reasonable compensation and bona fide ordinary-course benefit payments are outside the distribution definition (§§ 489.102(5)(b), .405(1)(b)) |
May use financial statements based on accounting practices and principles reasonable in the circumstances, or fair valuation or another reasonable method (§ 489.405(2)) |
Acquisition: earlier of property transfer/debt incurrence or holder ceasing to own the acquired right; other debt: distribution date; all others: authorization if paid within 120 days, otherwise payment (§ 489.405(3)) |
Compliant distribution debt is at parity with general unsecured debt unless subordinated; debt payable only when a distribution could then be lawful is excluded from liabilities, and each principal/interest payment on distribution debt is retested when paid (§ 489.405(4)-(5)) |
Consenting member in member-managed LLC or manager in manager-managed LLC is liable to the company for the unlawful excess only if consent also fails § 489.409; operating agreement may shift member-managed distribution authority and exposure to other members (§ 489.406(1)-(2)) |
Knowing recipient owes the company only the excess over what could lawfully have been paid; liable authorizer may implead other liable authorizers and knowing recipients and seek statutory contribution (§ 489.406(3)-(4)) |
Action under the improper-distribution liability section barred unless commenced within 2 years after the distribution (§ 489.406(5)) |
Winding-up measurement excludes claims disposed of under §§ 489.704-.706; the surveyed sections do not calculate solvency/fair value, determine knowledge or § 489.409 compliance, or resolve tax, bankruptcy, fraudulent-transfer, fiduciary, creditor-standing, or other-law claims (§§ 489.405(6), .406) |
| Kansas verified 2026-09-19 | Kansas Revised LLC Act; §§ 17-76,104-.110 govern interim/member distributions. Winding up separately pays or provides for claims, orders remaining assets, and imposes a parallel knowing-recipient rule (§ 17-76,119) |
No separate debts-as-they-become-due or insolvency test in § 17-76,110; the statutory financial limit is the at-distribution fair-value asset-liability test |
Bar to extent post-distribution liabilities exceed fair value of assets; exclude member-interest and limited-recourse liabilities, count encumbered property only by excess fair value, and exclude reasonable service compensation and bona fide ordinary-course benefit payments; no superior-preference add-on (§ 17-76,110(a)) |
§ 17-76,110 states fair value and measures at distribution after giving effect; no accounting-statement, projection, reliance, or alternative-method rule stated |
Test applies at distribution after giving effect; §§ 17-76,104-.110 state no separate authorization, 120-day delay, redemption, interest-acquisition, distribution-debt, or payment-by-payment measurement rule. Agreement may set a record date (§ 17-76,109) |
Entitled member has default creditor status/remedies subject to §§ 17-76,110 and -119 and the operating agreement; no conditional-debt exclusion, payment retest, parity, security, or subordination rule stated (§ 17-76,109) |
§§ 17-76,110 and -119 state recipient liability, not a separate manager/member authorizer claim, standard, or amount; operating agreement controls interim-distribution extent, times, or events (§ 17-76,104) |
Knowing member owes LLC the full distribution; unknowing member owes nothing under the recipient rules. Agreement/other-law obligations preserved subject to the agreement-qualified cutoff; no contribution/impleader rule stated (§§ 17-76,110(b), 17-76,119(c)-(d)) |
Unless otherwise agreed, no member liability under Act/other law for distribution amount after 3 years from distribution unless a recovery action starts before expiry and adjudicates liability; parallel ordinary and winding-up rules (§§ 17-76,110(c), 17-76,119(d)) |
Agreement/other-law recipient obligations preserved subject to cutoff; operating agreement may alter duties/liability but not bad-faith implied-covenant liability. No solvency calculation, fair-value or knowledge finding, creditor-standing conclusion, tax, transfer, or bankruptcy result here (§§ 17-76,110, 17-76,119, 17-76,134) |
| Kentucky verified 2026-09-19 | Kentucky LLC Act, ch. 275; § 275.225 limits distributions and § 275.230 supplies internal authorizer/contribution recovery; entitled member has creditor remedies (§ 275.235); winding up separately pays creditors and document-sensitive member tiers (§ 275.310) |
Prohibited if, after distribution, LLC could not pay debts as they become due in usual course (§ 275.225(1)(a)) |
Prohibited if assets would be below liabilities plus superior dissolution preferences unless operating agreement provides otherwise; no limited-recourse or other liability exclusion stated (§ 275.225(1)(b)) |
May use reasonable-under-circumstances accounting statements, fair valuation, or another reasonable method; governing date follows authorization/payment rules (§ 275.225(2)-(3)) |
General rule: authorization if paid within 120 days, payment if later; distribution-debt installments measured when actually paid; no separate purchase/redemption/interest-acquisition rule stated (§ 275.225(3), (6)) |
Compliant distribution debt at parity with general unsecured debt unless agreed subordinate; conditionally payable distribution debt excluded from liabilities and each payment retested; entitled member has creditor remedies (§§ 275.225(4)-(6), 275.235) |
Voting/assenting member or manager liable to LLC for excess if distribution violates agreement or § 275.225 and person failed applicable § 275.170 duty standard (§ 275.230(1)) |
§ 275.230 states no direct recipient-to-LLC liability; liable authorizer gets contribution from other potentially liable authorizers and each member, assignee, or other recipient for amount received in violation; no recipient knowledge qualifier or defense stated (§ 275.230(2)) |
Proceeding under § 275.230 barred unless commenced within two years after effect of distribution is measured under § 275.225(3), which may be authorization, later payment, or each debt-payment date (§ 275.230(3)) |
Reasonable service compensation and ordinary bona fide benefit-plan payments excluded; agreement violation independently triggers authorizer rule; winding up pays creditors first (§§ 275.225(1)(c), (7), 275.230, 275.310). No solvency calculation, valuation choice, duty finding, tax treatment, fiduciary remedy, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Louisiana verified 2026-09-19 | Louisiana LLC Law, R.S. 12:1301 et seq.; ordinary § 12:1327 financial/document limits and § 12:1328 internal recovery; winding up separately pays/provides for debts, liquidation costs, and known contingencies before document-sensitive member tiers (§ 12:1337) |
Prohibited if, after distribution, LLC could not pay debts as they become due in usual course (§ 12:1327(A)(1)) |
Prohibited if assets below liabilities plus superior dissolution preferences, unless articles or written agreement remove preference add-on; conditional distribution debt excluded; special wasting-asset/depletion computation rules (§ 12:1327(A)(2), (B)(2)-(5)) |
May use reasonable-under-circumstances accounting statements, fair valuation, or another reasonable method; GAAP deemed reasonable; depreciation/depletion, known losses, deferred assets/prepaid expenses, and extractive/oil-and-gas costs receive express treatment (§ 12:1327(B)) |
General rule: authorization if paid within 120 days, payment if later; no separate purchase/redemption/interest-acquisition, distribution-debt issuance, or payment-by-payment rule stated (§ 12:1327(C)) |
Conditionally payable distribution debt excluded from test liabilities; §§ 12:1327-.1328 state no distribution-debt parity, subordination, creditor-status, or installment-retest rule (§ 12:1327(B)(5)) |
Voting/assenting member in member-managed LLC or manager in manager-managed LLC jointly/severally liable to company for excess when person knew or failed reasonable care/inquiry and distribution violates § 12:1327, articles, or agreement (§ 12:1328(A)) |
Every recipient member liable to LLC for amount received in violation, without stated knowledge qualifier or excess-only limit; person liable under subsection A gets contribution from other member/manager who could be liable; no separate defense stated (§ 12:1328(A)-(B)) |
Main liability action within two years from § 12:1327 measurement date; authorizer held liable solely for vote/assent gets contribution action within two years from payment. No suspension; interruption only by timely suit (§ 12:1328(C)) |
Articles/written agreement violation independently triggers recovery; winding up separately protects debts, costs, and known contingencies (§§ 12:1327(A)(3), 12:1328, 12:1337). No solvency/depletion calculation, valuation/method choice, knowledge/care finding, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Maine verified 2026-09-19 | Maine LLC Act; distribution is money/property transfer on account of transferable interest, excluding stated compensation/benefit payments for § 1555. § 1555 does not apply to winding-up distributions made under § 1601 (§§ 1502(9), 1555(4)-(5), 1601) |
No separate debts-as-they-become-due or insolvency test in § 1555; statutory limit is the at-distribution fair-value asset-liability test (§ 1555(1)) |
Bar to extent post-distribution liabilities exceed fair value of assets; exclude member-interest and limited-recourse liabilities, count encumbered property only by excess fair value, and exclude reasonable service compensation and bona fide ordinary-course benefit payments; no superior-preference add-on (§ 1555(1), (4)) |
§ 1555 states fair value and measures at distribution after giving effect; no accounting-statement, projection, reliance, or alternative-method rule stated (§ 1555(1)) |
Test applies at distribution after giving effect; §§ 1554-.1555 state no separate authorization, 120-day delay, redemption/acquisition, distribution-debt, or payment-by-payment measurement rule |
Entitled member/transferee has creditor status/remedies; §§ 1554-.1555 state no conditional-debt exclusion, payment retest, parity, security, or subordination rule (§ 1554(4)) |
§ 1555 states recipient liability, not a separate member/manager authorizer claim, conduct standard, or liability amount; § 1554 states no separate authorization procedure |
Any knowing recipient owes LLC full distribution; unknowing recipient owes nothing under § 1555. Agreement/other-law obligations preserved subject to compensation/benefit exclusion; no contribution/impleader rule (§ 1555(2), (4)) |
Any action under § 1555 barred unless commenced within 2 years after distribution; section states no adjudication condition or dissolution extension (§ 1555(3)) |
Written LLC agreement may alter duties/liability but not bad-faith implied-covenant damages; § 1555 preserves agreement/other-law recipient exposure and excludes compliant § 1601 wind-up payments. No tax, transfer, bankruptcy, or calculation result here (§§ 1521-1522, 1555) |
| Maryland verified 2026-09-19 | Maryland LLC Act, Corps. & Ass'ns tit. 4A; distributions default by profit-sharing rights and to cash unless otherwise agreed (§§ 4A-503 to -504); entitled member gets creditor remedies (§ 4A-505); winding-up assets pay creditors first (§ 4A-906) |
No general ordinary-course debt-payment or insolvency test in current Title 4A distribution provisions (§§ 4A-501 to -505) |
No general pre-distribution asset-liability, superior-preference, fair-value, or excluded-liability test in current Title 4A; winding up separately pays LLC liabilities before member amounts (§ 4A-906) |
No statutory distribution-test accounting statement, valuation method, or determination date in current Title 4A finance provisions (§§ 4A-501 to -505) |
No special authorization, payment, redemption, interest-acquisition, distribution-debt, delayed-payment, or payment-by-payment measurement rule in current Title 4A finance provisions (§§ 4A-501 to -505) |
Entitled member has status and all remedies of LLC creditor for distribution; no conditional-debt exclusion, unsecured-debt parity, or subordination rule stated (§ 4A-505) |
No Title 4A improper-distribution authorizer standard, excess measure, or internal liability provision in current finance subtitle (§§ 4A-501 to -505) |
No Title 4A knowing-recipient return rule, retained-benefit measure, defense, contribution, impleader, or recourse provision in current finance subtitle (§§ 4A-501 to -505) |
No special Title 4A improper-distribution limitation or repose period in current finance subtitle (§§ 4A-501 to -505) |
Title 4A defaults allocation, cash form, creditor remedies, and creditor-first winding up; agreement terms and separately applicable tax, fiduciary, voidable-transfer, insolvency, bankruptcy, and creditor law are outside this table. No solvency or value calculation or remedy prediction here (§§ 4A-503 to -505, 4A-906) |
| Massachusetts verified 2026-09-30 | Massachusetts LLC Act, ch. 156C; cash/other-asset distributions under §§ 30–35; winding-up priorities and known-claim provision under § 46; domestic LLC and interest definitions in § 2. |
Agreement-based entitlement and violation rule in §§ 30–35; those provisions state no separate debts-as-due financial test. Winding up requires payment or reasonable provision for known claims (§ 46(b)). |
Sections 30–35 state no separate asset-liability or superior-preference ceiling. Fair value in § 32 concerns the default resigning-member entitlement; liquidation uses § 46 priorities. |
Sections 30–35 state no financial-statement or general distribution-valuation method. Default resignation value is measured as of resignation under § 32, a distinct entitlement rule. |
Entitlement follows agreement times/events, otherwise member/manager determination (§ 31); § 35 measures unlawful excess and starts its bar at distribution. Sections 30–35 state no separate delayed-payment, redemption, or distribution-debt retest. |
Entitled member has default creditor status/remedies, subject to agreement and winding-up § 46 (§ 34); § 46 excludes §§ 31/32 distribution liabilities from first creditor tier and places them in the next default tier. |
Member or manager voting for/assenting to an agreement-violating distribution owes LLC the excess above an agreement-compliant amount (§ 35(a)); § 63(b) separately addresses good-faith agreement reliance and duties. |
Liable authorizer may seek contribution from other liable authorizers and each member who received funds knowing of agreement violation, for that member’s received amount (§ 35(b)); resignation damages may offset distributions (§ 36). |
A proceeding under § 35 is barred unless commenced within two years after the distribution (§ 35(c)); the stated trigger is distribution, rather than discovery or authorization. |
Winding-up creditors included only to extent otherwise permitted by law (§ 46(a)); known contingent/conditional/unmatured claims addressed by § 46(b); duties/reliance by § 63(b). No solvency calculation or excluded-law remedy determined here. |
| Michigan verified 2026-09-19 | Michigan LLC Act; direct/indirect money/property transfer or LLC debt for member/assignee benefit respecting membership interest (§ 450.4102(2)(g), (k)). Winding up pays taxes/creditors and distribution liabilities before residual shares (§ 450.4808) |
Prohibited if, after distribution, LLC could not pay debts as they become due in usual course of business (§ 450.4307(1)(a)) |
Prohibited if assets would be less than liabilities plus superior dissolution preferences; operating agreement may remove preference add-on. Special future-payment obligation treatment applies (§ 450.4307(1)(b), (5)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; measurement date depends on withdrawal payment, distributed debt, or authorization/payment timing (§ 450.4307(2)-(3)) |
Withdrawing-member payment measured at earlier of property/debt transfer or membership cessation; other debt uses authorization if distributed within 120 days, otherwise distribution; ordinary payment uses same 120-day authorization/payment split (§ 450.4307(3)) |
Entitled member has creditor status; compliant distribution debt at parity with general unsecured debt unless otherwise agreed. Excess future withdrawal obligation has payment, due-date, and liability rules rather than generic conditional-debt language (§ 450.4307(4)-(5)) |
Voting/assenting member or manager jointly and severally liable to LLC for excess if § 450.4404 noncompliance established; participant presumed assent absent opposing vote or timely written dissent (§ 450.4308(1)-(2)) |
Member knowing facts indicating agreement/§ 450.4307 violation liable to LLC for amount received above member's lawful share; liable authorizer has contribution from persons liable as authorizer or recipient, capped against double recovery (§ 450.4308(3)-(4)) |
Proceeding under § 450.4308 barred unless commenced within 2 years after § 450.4307 measurement date (§ 450.4308(5)) |
Authorizer liability cross-references § 450.4404 duties; winding-up tax return/payment precedes asset distribution. No solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax advice, transfer result, or bankruptcy outcome here (§§ 450.4308(1), 450.4808(2)) |
| Minnesota verified 2026-09-19 | Minnesota Revised ULLCA, ch. 322C; § 322C.0405 covers distributions and excludes reasonable service compensation/ordinary bona fide benefit-plan payments; same limit applies during winding up, whose creditor-first surplus order requires money distributions (§§ 322C.0405, 322C.0707) |
Prohibited if, after distribution, company could not pay debts as they become due in ordinary course of activities (§ 322C.0405, subd. 1(1)) |
Prohibited if assets would be below liabilities plus amount needed for superior dissolution/winding-up preferences; no limited-recourse or other liability exclusion stated (§ 322C.0405, subd. 1(2)) |
May use reasonable-in-circumstances accounting statements, fair valuation, or another reasonable method; governing date follows acquisition/authorization/payment rules (§ 322C.0405, subds. 2-3) |
Interest purchase/redemption/acquisition measured at property transfer or debt incurrence; otherwise authorization if paid within 120 days, payment if later; distribution-debt installments measured when paid (§ 322C.0405, subds. 3, 6) |
Compliant distribution debt at parity with general unsecured debt; conditionally payable distribution debt excluded from liabilities and each payment retested; section states no express subordination exception (§ 322C.0405, subds. 4-6) |
Consenting member/manager/governor personally liable to company for excess if applicable § 322C.0409 conduct standard not met; member-managed agreement may reallocate consent responsibility; liability for § 322C.0406 breach cannot be eliminated/limited (§§ 322C.0110, subd. 7(3); 322C.0406, subds. 1-2) |
Knowing recipient personally liable to LLC for excess; liable authorizer may implead other liable authorizers for pro rata contribution and recipients for their excess amount; no separate recipient defense stated (§ 322C.0406, subds. 3-4) |
Action under § 322C.0406 barred unless commenced within two years after distribution (§ 322C.0406, subd. 5) |
Authorizer liability expressly turns on applicable care/duty standard and cannot be exculpated; winding up applies assets to creditors first (§§ 322C.0110, 322C.0409, 322C.0707). No solvency calculation, valuation choice, knowledge/duty finding, tax treatment, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Mississippi verified 2026-09-19 | Revised Mississippi LLC Act, ch. 29; Article 6 covers distributions to financial-interest members before withdrawal/dissolution, subject to certificate/agreement terms; reasonable service compensation and bona fide ordinary-course benefit payments excluded from § 79-29-609; winding up uses separate § 79-29-813, not § 79-29-609 (§§ 79-29-601, -609(1), -813(5)) |
Ordinary distribution barred if afterward LLC could not pay debts as they become due in usual course; winding-up distributions instead require payment/reasonable provision for claims under separate ordering rule (§§ 79-29-609(1)(a), -813(1)-(2), (5)) |
Ordinary distribution barred if afterward assets would be below liabilities plus amount needed for superior member dissolution preferences; reasonable compensation and bona fide ordinary-course benefit payments excluded (§ 79-29-609(1)(b)) |
Ordinary test may use financial statements based on reasonable-under-the-circumstances accounting practices/principles, or fair valuation or another reasonable method (§ 79-29-609(2)) |
All ordinary distributions measured at authorization if paid within 120 days, otherwise at payment; no separate redemption, acquisition, or indebtedness measurement rule stated (§ 79-29-609(3)) |
Entitled member has creditor status/remedies subject to §§ 79-29-609 and -813; surveyed provisions state no conditional-debt exclusion, payment-by-payment retest, or distribution-debt parity/subordination rule (§ 79-29-607) |
Member/manager voting for or assenting to certificate-, agreement-, or § 79-29-609-violating distribution owes LLC excess over permissible amount if noncompliance with § 79-29-609 is established; Article 6 authorizer rule applies to any member (§§ 79-29-601, -611(1)) |
Member who knew an ordinary distribution violated § 79-29-609 owes LLC full distribution; nonknowing member owes nothing under that rule. Liable authorizer gets contribution from other liable authorizers and specified knowing member-recipients (§ 79-29-611(1)-(2)) |
Unless otherwise agreed, assenting/receiving member has no amount liability under chapter/other law after 2 years from distribution unless recovery action begins before expiry and adjudicates liability; wording does not extend this cutoff to manager-only authorizers (§ 79-29-611(4)); separate parallel recipient cutoff for winding-up distributions (§ 79-29-813(4)) |
Agreement/other-law member liability preserved subject to member cutoff; § 79-29-813 separately governs winding-up priority and knowing-recipient recovery; surveyed provisions state no tax, bankruptcy, fraudulent-transfer, fiduciary, or calculation rule (§§ 79-29-611(3)-(4), -813) |
| Missouri verified 2026-09-19 | Missouri LLC Act §§ 347.010-.187; § 347.109 applies to distributions to members with respect to their interests, while dissolution separately requires liquidation and a creditor-first asset order (§ 347.139) |
Distribution barred to extent LLC afterward could not pay debts as they become due in usual course (§ 347.109.1(1)) |
Assets must cover liabilities to which assets are subject plus superior dissolution preferences unless operating agreement provides otherwise; member/former-member liabilities in that status excluded (§ 347.109.1(2)) |
May use GAAP-based financial statements and practices reasonable under circumstances, or fair valuation/another reasonable method; measurement date follows authorization/payment rule (§ 347.109.2-.3) |
Authorization date if distribution actually occurs within 120 days; payment date if later. No separate purchase, redemption, interest-acquisition, distribution-debt, or installment measurement rule stated in § 347.109 (§ 347.109.3) |
Entitled member has creditor status and all creditor remedies for distribution; §§ 347.107 and 347.109 state no conditional-debt exclusion, distribution-debt parity, payment-by-payment retest, or subordination rule (§ 347.107) |
Person(s) vested by operating agreement with distribution authority who knowingly authorized/permitted violation liable to LLC for wrongful-distribution value, only as needed to discharge pre-distribution liabilities, for three years (§ 347.109.4) |
Recipient member liable without stated knowledge qualifier for same capped value; multiple liable authorizers get contribution from other authorizers held liable, but § 347.109 states no recipient defense or recipient contribution right (§ 347.109.4) |
Recipient and knowing authorizer liable “for a period of three years following the date of the distribution”; text does not phrase this as an action-commencement deadline (§ 347.109.4) |
Operating agreement may remove preference add-on; dissolution order first pays creditors and preserves equal-priority ratable treatment if assets insufficient (§§ 347.109.1(2), 347.139.2(1)). No solvency calculation, valuation choice, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Montana verified 2026-09-19 | Montana LLC Act; distribution is money/property/other-benefit transfer to member in member capacity or transferee of distributional interest. §§ 35-8-604 to -605 state no winding-up exclusion; § 35-8-905 separately orders winding-up assets (§§ 35-8-102(9), 35-8-905) |
No distribution if afterward LLC could not pay debts as they become due in usual course of business (§ 35-8-604(1)(a)) |
No distribution if assets below liabilities plus amount needed for superior member dissolution preferences, unless articles/agreement provide otherwise; no express liability or compensation/benefit exclusion (§ 35-8-604(1)(b)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows 120-day authorization/payment rule (§ 35-8-604(2)-(3)) |
Authorization date if paid within 120 days, payment date if later; each payment on distributed debt measured when actually paid. No distinct purchase/redemption/acquisition or other-debt issuance rule stated (§ 35-8-604(3), (5)(b)) |
Debt payable only when distribution could then be lawful excluded under § 35-8-604(5)(a), which cross-references determinations under subsection (2) as written; each payment on distributed debt retested. Compliant member debt at parity with general unsecured debt except as agreement provides (§ 35-8-604(4)-(5)) |
Member/manager voting for or assenting to statutory/document violation owes LLC—not others—unlawful excess if failure to comply with § 35-8-310 duties is established (§ 35-8-605(1)) |
Separate recipient rule reaches knowing member of manager-managed LLC only, for unlawful excess. Sued authorizer may implead liable authorizers and those knowing member-recipients for contribution (§ 35-8-605(2)-(3)) |
Any § 35-8-605 authorizer, recipient, or contribution proceeding barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 35-8-605(4)) |
Authorizer claim incorporates § 35-8-310 duties; agreement has loyalty/care/good-faith limits. No tax, fraudulent-transfer, bankruptcy, or calculation rule here; table does not decide conduct, knowledge, values, standing, or liability (§§ 35-8-109, 35-8-310, 35-8-605) |
| Nebraska verified 2026-09-19 | Nebraska Uniform LLC Act; distribution is money/property transfer on account of transferable interest, excluding § 21-134(g) compensation/benefit payments. Same financial and recovery rules state no winding-up exclusion; § 21-148 separately requires debts/liabilities discharge and asset marshaling/distribution (§§ 21-102(6), 21-134 to -135, 21-148) |
No distribution if afterward company could not pay debts as they become due in ordinary course of activities (§ 21-134(a)(1)) |
No distribution if afterward assets below liabilities plus amount needed for superior member dissolution/winding-up/termination preferences; reasonable service compensation and bona fide ordinary-course benefit payments excluded from distribution. No express liability exclusions stated (§ 21-134(a)(2), (g)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows acquisition or 120-day authorization/payment rules (§ 21-134(b)-(c)) |
Purchase/redemption/other interest acquisition: property-transfer or debt-incurrence date; otherwise authorization if paid within 120 days, payment if later; each principal/interest payment on distributed debt measured when paid (§ 21-134(c), (f)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distribution debt retested; compliant member distribution debt at parity with general unsecured debt. Entitled member/transferee has creditor remedies; no express subordination exception stated (§§ 21-133(d), 21-134(d)-(f)) |
Responsible member in member-managed LLC or manager in manager-managed LLC who consents and fails § 21-138 duties owes LLC unlawful excess; agreement may reallocate member-managed consent responsibility but cannot eliminate money liability for § 21-135 breach (§§ 21-110(f)(3), 21-135(a)-(b), 21-138) |
Knowing recipient owes LLC unlawful excess. Sued authorizer may implead other liable authorizers and knowing recipients for contribution, limited to recipient's unlawful excess (§ 21-135(c)-(d)) |
Any § 21-135 authorizer, recipient, or contribution action barred unless commenced within 2 years after distribution; section states no adjudication or dissolution extension (§ 21-135(e)) |
Operating agreement cannot eliminate money liability for § 21-135 breach; § 21-138 duty standard governs authorizer claim. No tax, fraudulent-transfer, bankruptcy, or solvency-calculation rule here; table does not decide duties, knowledge, values, standing, or liability (§§ 21-110(f), 21-135, 21-138) |
| Nevada verified 2026-09-19 | Nevada ch. 86; for §§ 86.279-.351, distribution is direct/indirect money/property transfer other than the LLC's own interests, or incurred debt, to or for holders of classes/series with respect to interests or as the articles/agreement otherwise provide; § 86.343 states no liquidation exclusion, while § 86.521 separately orders post-dissolution assets (NRS 86.279, 86.343, 86.521) |
No distribution if afterward the LLC could not pay debts as they become due in the usual course of business (NRS 86.343(1)(a)) |
No distribution if afterward total assets would be below total liabilities, unless the articles specifically permit otherwise; no superior-preference add-on or express liability exclusion appears in the ordinary-LLC test (NRS 86.343(1)(b)) |
Manager(s), or members if member-managed, may use reasonable accounting statements, fair valuation including unrealized appreciation/depreciation, or another reasonable method (NRS 86.343(3)) |
Interest acquisition: earlier of property transfer/debt incurrence or holder ceasing to be a member for the acquired interest; other debt: distribution date; all others: authorization if paid within 120 days, otherwise payment; optional record date cannot precede fixing date (NRS 86.343(4), (8)) |
Debt payable only when a distribution could then be lawful is excluded from liabilities; each principal/interest payment on distribution debt is retested when paid. Entitled member/transferee has default creditor remedies, but no distribution-debt parity or subordination rule is stated (NRS 86.343(5), 86.346(2)) |
No separate manager/member authorizer liability or conduct standard in NRS 86.343; subsection (3) identifies who may make the financial determination, while subsection (6) places the statutory recovery duty on the recipient member |
Recipient member owes the LLC the full prohibited distribution; no knowledge, good-faith, reliance, excess-only, contribution, or impleader condition stated. Agreement/other-law liability remains possible (NRS 86.343(6)) |
Recipient not liable to LLC/series—or on dissolution/insolvency to creditors—after 3 years from distribution unless recovery action commenced before expiration (NRS 86.343(7)) |
Post-dissolution order: creditors including member-creditors, then member profit/income claims, then capital; § 86.343 states no tax, fiduciary, fraudulent-transfer, bankruptcy, or calculation rule, and this table does not decide valuation, solvency, recipient status, standing, or other-law remedies (NRS 86.521) |
| New Hampshire verified 2026-09-19 | N.H. Revised LLC Act; default distribution definition covers cash/asset transfer to member but excludes nonmember-capacity transactions, service/capital-use payments, indemnification, and expense advances; includes interim and redemption/dissolution liquidating distributions. Operating agreement may change definition (§ 304-C:91) |
No member distribution to extent that at distribution, after giving effect, LLC could not pay debts as they become due (§ 304-C:93(I)) |
No separate asset-liability, fair-market-value, surplus, superior-preference, or excluded-liability test stated in §§ 304-C:91 to :95; statutory financial ceiling is debts-as-due test (§ 304-C:93(I)) |
§ 304-C:93 measures at time of distribution after giving effect; no accounting-statement, fair-valuation, reliance, projection, or alternative-method rule stated |
Test applies at distribution after giving effect; §§ 304-C:91 to :95 state no separate authorization, 120-day delay, redemption/acquisition, distributed-debt, or payment-by-payment measurement rule |
Entitled member has default creditor status/remedies subject to § 304-C:93, winding-up § 304-C:141, and operating agreement; no conditional-debt exclusion, payment retest, parity, security, or subordination rule stated (§ 304-C:92) |
§§ 304-C:91 to :95 state no separate manager/member authorizer claim, conduct standard, or liability amount; members or managers decide interim timing/aggregate amount under agreement or statutory majority defaults (§ 304-C:94) |
Knowing member-recipient owes LLC only amount exceeding proper payment; unknowing member owes nothing under § 304-C:93. No contribution, impleader, or direct nonmember-recipient rule stated (§ 304-C:93(II)) |
§§ 304-C:91 to :95 state no special limitation/repose period, accrual rule, or dissolution/survival rule for improper-distribution recovery; no general civil period substituted |
Revenue certificate required before winding-up asset distributions to members/managers; agreement may alter/eliminate duties/liability except implied-covenant violations. No transfer, bankruptcy, or calculation result here; table does not decide ability to pay, knowledge, standing, or liability (§§ 304-C:107, :115, :141) |
| New Jersey verified 2026-09-19 | New Jersey Revised Uniform LLC Act; money/property transfer on account of transferable interest, excluding reasonable service compensation and bona fide benefit-plan payments (§§ 42:2C-2, 42:2C-35(g)); financial limit expressly includes § 42:2C-56 winding-up distributions |
Prohibited if, after distribution, company could not pay debts as they become due in ordinary course of activities (§ 42:2C-35(a)(1)) |
Prohibited if assets would be less than liabilities plus superior dissolution/winding-up/termination preferences; qualifying conditional debt and disposed/secured dissolved-company claims excluded (§ 42:2C-35(a)(2), (e)-(f)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; date depends on interest acquisition or authorization/payment timing (§ 42:2C-35(b)-(c)) |
Interest acquisition measured at earlier of transfer/debt or ownership cessation; otherwise authorization if paid within 120 days, payment if later; conditional distribution-debt payments retested when paid (§ 42:2C-35(c), (e)) |
Compliant debt to member/transferee at parity with general unsecured debt unless subordinated; conditional distribution debt excluded and payments retested. Entitled member/transferee has creditor status (§§ 42:2C-34(d), 42:2C-35(d)-(e)) |
Consenting member/manager liable to LLC for excess only when consent also fails § 42:2C-39; operating agreement may shift member consent authority/responsibility (§ 42:2C-36(a)-(b)) |
Knowing recipient liable to LLC only for excess; sued authorizer may implead other liable authorizers and knowing recipients for contribution (§ 42:2C-36(c)-(d)) |
Action under § 42:2C-36 barred unless commenced within 2 years after distribution (§ 42:2C-36(e)) |
Authorizer liability cross-references § 42:2C-39 conduct; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§ 42:2C-36(a)) |
| New Mexico verified 2026-09-19 | N.M. Limited Liability Company Act; §§ 53-19-23 to -28 govern member distributions and state no winding-up exclusion from § 53-19-26's financial limits. Winding up separately orders assets under § 53-19-44 |
No distribution if afterward LLC could not pay debts as they become due in usual course (§ 53-19-26(A)(1)) |
No distribution if afterward fair-market-value assets would be below liabilities; exclude member-interest and limited-recourse liabilities, and count encumbered property only by excess fair market value. No superior-preference add-on stated (§ 53-19-26(A)(2)) |
LLC may rely on financial statements using accounting practices/principles reasonable under circumstances or another reasonable valuation method; ordinary decision date follows 120-day authorization/payment rule (§ 53-19-26(B)-(C)) |
Measure authorization if distribution occurs within 120 days, otherwise payment; each payment on debt issued as a distribution is measured when actually paid. No distinct purchase/redemption/interest-acquisition rule stated (§ 53-19-26(C), (E)) |
Debt issued as distribution—or payable only when distribution could then be lawful—is excluded from liabilities; each principal/interest payment on distribution debt retested. Lawful distribution debt has parity with general unsecured debt unless agreed subordinate (§§ 53-19-26(D)-(E), 53-19-28) |
Member/manager voting for, approving, or consenting to statutory/document violation is jointly but not severally liable to LLC with other liable authorizers for unlawful excess; defense for authorized statement/method reliance without actual knowledge making reliance unwarranted (§ 53-19-27(A)) |
Liable authorizer gets contribution from each other liable authorizer and from each member for amount received knowing distribution violated statute/documents; § 53-19-27 states no separate direct LLC recovery from recipient (§ 53-19-27(B)) |
§§ 53-19-26 to -28 state no special limitation/repose period or accrual/survival rule for the LLC's authorizer claim or statutory contribution; no general civil period substituted |
Act favors contract and supplemental law/equity; § 53-19-27 liability is additional to other liabilities. No tax, fiduciary, fraudulent-transfer, bankruptcy, or solvency-calculation rule supplied here; table does not decide reasonableness, knowledge, standing, value, or liability (§§ 53-19-27, 53-19-65) |
| New York verified 2026-09-19 | N.Y. LLC Law art. 5; member distribution limit in § 508. Winding up separately pays creditors/reserves, member-distribution liabilities, contribution returns, then residual interests (§ 704) |
No separate debts-as-they-become-due test in § 508; statutory limit is the at-distribution fair-market-value asset-liability test (§ 508(a)) |
Bar to extent post-distribution liabilities exceed fair market value of assets; exclude membership-interest liabilities and limited-recourse liabilities, with encumbered property counted only by excess fair value; no superior-preference add-on (§ 508(a)) |
§ 508 states fair market value and measures at distribution after giving effect to it; no accounting-statement, projection, reliance, or alternative-method rule stated (§ 508(a)) |
Test applies at distribution after giving effect; §§ 504-.508 state no separate authorization, 120-day delay, redemption, interest-acquisition, or distribution-debt measurement rule. Operating agreement may establish record dates (§§ 504, 508(a)) |
§§ 504-.508 state no conditional distribution-debt exclusion, payment retest, creditor-status, parity, security, or subordination rule |
§ 508 states recipient liability, not separate manager/member authorizer liability; operating agreement specifies interim-distribution extent, times, or events (§§ 507-.508) |
Knowing member liable to LLC for amount distributed; unknowing member not liable under § 508(b). Agreement/other-law obligations preserved subject to 3-year rule unless otherwise agreed; no contribution/impleader rule (§ 508(b)-(c)) |
Unless otherwise agreed, member has no article-or-other-law liability for wrongful-distribution amount after 3 years from distribution (§ 508(c)) |
§ 508 preserves agreement/other-law obligations subject to its 3-year rule unless otherwise agreed; no solvency calculation, valuation, knowledge finding, creditor-standing conclusion, tax treatment, fiduciary result, transfer result, or bankruptcy outcome here (§ 508) |
| North Carolina verified 2026-09-19 | North Carolina LLC Act; §§ 57D-4-03, -05 to -06 govern ordinary distributions and company protection. Winding up pays/provides all creditors first, then makes § 57D-4-03 distributions (§ 57D-6-08) |
Prohibited if, after distribution, LLC could not pay debts as they become due in ordinary course of business (§ 57D-4-05(a)(1)) |
Prohibited if total liabilities would exceed asset value; limited-recourse liability capped at collateral value. No superior-preference add-on (§ 57D-4-05(a)(2), (b)(2)) |
Asset value, liability amount, and payment timing may use reasonable accounting practices/principles; debt distribution measured when distributed, others by authorization/payment timing (§ 57D-4-05(b)-(c)) |
Debt distribution measured when issued; all other distributions at authorization if paid within 120 days, otherwise payment; no separate redemption/interest-acquisition rule. Conditional debt payments tested when paid (§ 57D-4-05(c), (e)) |
Ordinary distributed debt is LLC liability under debtor-creditor law, with no special parity stated; qualifying conditional distribution debt excluded from issuance test and each payment tested under financial limits (§ 57D-4-05(d)-(e)) |
Manager/other company official with authority who approves is liable to LLC alone for excess only if noncompliance with § 57D-3-21 is established without agreement modification/elimination; operating agreement cannot diminish LLC protection (§§ 57D-2-30(b)(3), 57D-4-06(a)) |
Liable official entitled to contribution from other liable officials and reimbursement from each interest owner for amount knowingly received in violation; no separate direct LLC recipient claim in § 57D-4-06(b) |
Except as § 57D-11-03(d) provides, § 57D-4-06(a) proceeding barred unless commenced within 2 years after distribution |
Official liability expressly depends on § 57D-3-21 conduct; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§ 57D-4-06) |
| North Dakota verified 2026-09-19 | N.D. ULLCA, ch. 10-32.1; distribution is money/property/other-benefit transfer to member in member capacity or transferee, excluding stated compensation/benefits from financial test. §§ 10-32.1-31 to -32 state no winding-up exclusion; § 10-32.1-54 separately orders winding-up assets (§§ 10-32.1-02, -31(7), -54) |
No distribution if afterward LLC could not pay debts as they become due in ordinary course of activities (§ 10-32.1-31(1)(a)) |
No distribution if assets below liabilities plus amount needed for superior member dissolution/winding-up/termination preferences; reasonable service compensation and bona fide ordinary-course benefit payments excluded. No express liability exclusion (§ 10-32.1-31(1)(b), (7)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows acquisition or 120-day rule (§ 10-32.1-31(2)-(3)) |
Purchase/redemption/other transferable-interest acquisition: property-transfer or debt-incurrence date; others: authorization if paid within 120 days, payment if later; each payment on distributed debt measured when paid (§ 10-32.1-31(3), (6)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member distribution debt at parity with general unsecured debt, with no express subordination exception. Entitled member/transferee has creditor remedies (§§ 10-32.1-30(4), -31(4)-(6)) |
Responsible member, manager, or board governor who consents and fails § 10-32.1-41 duties owes LLC unlawful excess; agreement may reallocate member-managed consent responsibility and cannot eliminate money liability for § 10-32.1-32 duty breach (§§ 10-32.1-13(7)(c), -32(1)-(2)) |
Any knowing recipient owes LLC unlawful excess. Sued authorizer may implead other liable authorizers for pro rata contribution and knowing recipients for excess received (§ 10-32.1-32(3)-(4)) |
Any § 10-32.1-32 authorizer, recipient, or contribution action barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 10-32.1-32(5)) |
Agreement cannot eliminate § 10-32.1-32 duty liability; authorizer claim incorporates § 10-32.1-41 duties. No tax, transfer, bankruptcy, or calculation result here; table does not decide conduct, knowledge, values, standing, or liability (§§ 10-32.1-13, -32, -41) |
| Oklahoma verified 2026-09-19 | Oklahoma LLC Act, 18 O.S. §§ 2000-2060; ordinary § 2030 financial tests and § 2031 recipient recovery; entitled member has creditor remedies (§ 2029); winding-up distributions separately follow creditor/owner tiers and their own recipient-liability rule (§ 2040) |
Prohibited if, after distribution, LLC could not pay debts as due in usual course (§ 2030(A)(1)) |
Prohibited if assets would be below liabilities plus superior dissolution preferences unless operating agreement permits otherwise; no limited-recourse or other liability exclusion stated (§ 2030(A)(2)) |
May use reasonable-in-circumstances accounting statements, fair valuation, or another reasonable method; governing date follows acquisition/authorization/payment rules (§ 2030(B)-(C)) |
Purchase/redemption/acquisition measured at property transfer or debt incurrence; otherwise authorization if paid within 120 days, payment if later; distribution-debt installments measured when paid (§ 2030(C), (E)(2)) |
Compliant distribution debt at parity with general unsecured debt unless agreed subordinate; conditionally payable distribution debt excluded from liabilities and each payment retested; entitled member has creditor remedies (§§ 2029, 2030(D)-(E)) |
No ordinary statutory member/manager authorizer liability, vote/assent standard, or excess measure stated; § 2031 places the internal wrongful-distribution claim on the recipient member (§ 2031) |
Ordinary recipient member liable to LLC for wrongful amount without stated knowledge qualifier, excess-only measure, defense, contribution, or impleader. Winding-up recipient member/assignee/former member liable for amount only if knew/should have known order was violated (§§ 2031, 2040(B)) |
Ordinary wrongful-distribution action within three years from distribution (§ 2031). Unless otherwise agreed, winding-up distribution-amount liability ends after three years unless timely recovery action produces an adjudication (§ 2040(C)) |
Operating-agreement violation independently triggers ordinary recipient recovery; winding-up rule protects creditors and authorized-but-unpaid acquisition distributions before residual owner tiers (§§ 2031, 2040). No solvency calculation, valuation choice, knowledge finding, tax treatment, fiduciary result, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Oregon verified 2026-09-19 | Oregon LLC Act, ch. 63; distribution includes money/property, interest acquisition, and debt (§ 63.001(6)); § 63.229 limits distributions and § 63.235 supplies internal recovery; winding-up assets separately use creditor-first tiers (§ 63.625) |
Responsible members/managers must judge LLC able after distribution to pay debts as due in ordinary course (§ 63.229(1)(a)) |
Fair value of total assets must at least equal liabilities plus superior dissolution preferences unless articles permit otherwise; excess of limited-recourse liability over specific-property fair value disregarded (§ 63.229(1)(b), (3)) |
May use financial statements reasonably believed prepared under reasonable practices/principles, or fair valuation/another method reasonably believed reasonable; governing date follows transaction-specific measurement (§ 63.229(2), (4)) |
Interest acquisition measured at earlier of property transfer/debt incurrence or member cessation for acquired interest; other debt at distribution; otherwise authorization if paid within 120 days, payment if later (§ 63.229(4)) |
Distribution debt at parity with general unsecured debt unless member agrees to subordination or LLC grants member security/lien; entitled member has creditor remedies. No conditional-debt exclusion or payment-by-payment retest stated (§§ 63.225, 63.229(5)) |
Voting/assenting member of member-managed LLC, or member/manager of manager-managed LLC, liable to LLC for excess if distribution violates § 63.229/articles/agreement and person failed § 63.155 duties (§ 63.235(1)) |
Knowing-recipient rule expressly covers member of manager-managed LLC for excess; sued authorizer may implead other liable authorizers and covered recipients for contribution; no separate recipient defense stated (§ 63.235(2)-(3)) |
Proceeding under § 63.235 barred unless commenced within two years after distribution (§ 63.235(4)) |
Authorizer recovery expressly turns on § 63.155 duties and cannot be exculpated/indemnified under § 63.160; winding-up tiers pay creditors first (§§ 63.155, 63.160, 63.625). No solvency calculation, valuation/method choice, duty/knowledge finding, tax treatment, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| Pennsylvania verified 2026-09-19 | Pennsylvania Uniform LLC Act; broad direct/indirect money, property, debt, redemption, buyout, and governance-relinquishment definition with listed exclusions (§ 8812). § 8845 expressly includes winding-up distributions under § 8877 |
Prohibited if, after distribution, company could not pay debts as they become due in ordinary course of activities and affairs (§ 8845(a)(1)) |
Prohibited if assets would be less than liabilities plus superior winding-up preferences; balance-sheet note obligations may be disregarded under stated accounting rule; barred/secured dissolved-company claims excluded (§ 8845(a)(2), (c), (h)) |
May use book values, unrealized changes, current separate/segment/going-concern values, or another reasonable method; company-specified authorization date if paid within 125 days, otherwise distribution date (§ 8845(b)-(d)) |
Ordinary payment within 125 days uses company-specified authorization date; otherwise distribution date. Redemption/interest acquisition uses earlier of transfer/debt or ownership cessation; distribution-debt payments retested when paid (§ 8845(d)-(e), (g)) |
Compliant distribution debt at least at parity with general unsecured debt unless subordinated; conditional distribution debt excluded from liabilities and each principal/interest payment retested. Entitled member/transferee has creditor status subject to offset (§§ 8844(d), 8845(f)-(g)) |
Consenting member/manager liable to LLC for excess only when consent also fails applicable statutory conduct standard; agreement may shift member consent authority/responsibility (§ 8846(a)-(b)) |
Knowing recipient liable to LLC only for excess; sued authorizer may join other liable authorizers/recipients or otherwise seek contribution (§ 8846(c)-(d)) |
Action under § 8846 barred unless commenced within 2 years after distribution; statute labels rule repose (§ 8846(e)) |
Authorizer liability cross-references conduct duties; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§§ 8845(i), 8846(a)) |
| Rhode Island verified 2026-09-19 | Current R.I. LLC Act, ch. 7-16, through 2027; §§ 7-16-27 to -33 govern member distributions and state no winding-up exclusion from financial/liability rules. § 7-16-46 separately orders winding-up assets. Enacted replacement ch. 7-16.1 takes effect Jan. 1, 2028 (2026 Pub. Laws ch. 247, §§ 2-4) |
No distribution if afterward LLC could not pay debts as they become due in usual course of business (§ 7-16-31(a)(1)) |
No distribution if assets below liabilities plus amount needed for superior member dissolution preferences, unless operating agreement provides otherwise; no valuation label, liability exclusion, or compensation/benefit exclusion stated (§ 7-16-31(a)(2)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows 120-day authorization/payment rule (§ 7-16-31(b)-(c)) |
Authorization date if paid within 120 days, payment date if later; §§ 7-16-27 to -33 state no distinct purchase/redemption/acquisition, distributed-debt, or payment-by-payment measurement rule (§ 7-16-31(c)) |
Entitled member has default creditor status/remedies subject to operating agreement; §§ 7-16-27 to -33 state no conditional-debt exclusion, payment retest, parity, security, or subordination rule (§ 7-16-33) |
Member/manager voting for or assenting to § 7-16-31 or operating-agreement violation owes LLC unlawful excess; § 7-16-32(a) states no additional knowledge, duty-breach, negligence, or management-form condition |
No separate direct LLC recipient claim in § 7-16-32; each liable authorizer gets contribution from other liable authorizers and each member for amount received knowing distribution violated agreement or § 7-16-31 (§ 7-16-32(b)) |
Any § 7-16-32 authorizer or contribution proceeding barred unless commenced within 2 years after date effect of distribution is measured under § 7-16-31; no adjudication/dissolution extension stated (§ 7-16-32(c)) |
Current distribution sections state no tax, fiduciary, fraudulent-transfer, bankruptcy, or calculation rule; table does not decide solvency, value, knowledge, standing, or liability. Entire Act changes Jan. 1, 2028, so re-research before relying after 2027 (§§ 7-16-31 to -32; 2026 Pub. Laws ch. 247) |
| South Carolina verified 2026-09-19 | South Carolina Uniform LLC Act, ch. 44; predissolution distributions default to equal cash shares and give an entitled member creditor remedies (§ 33-44-405); financial limits apply generally, while winding-up assets discharge creditors before money surplus (§§ 33-44-406, 33-44-806) |
Prohibited if LLC could not pay debts as they become due in ordinary course (§ 33-44-406(a)(1)) |
Prohibited if assets would be below liabilities plus amount needed for superior dissolution/winding-up/termination preferences; no limited-recourse or other liability exclusion stated (§ 33-44-406(a)(2)) |
May use reasonable-in-circumstances accounting statements, fair valuation, or another reasonable method; governing date follows acquisition/authorization/payment rules (§ 33-44-406(b)-(c)) |
Purchase/redemption/acquisition measured at property transfer or debt incurrence; otherwise authorization if paid within 120 days, payment if later; distribution-debt installments measured when paid (§ 33-44-406(c), (e)) |
Compliant distribution debt at parity with general unsecured debt; conditionally payable distribution debt excluded from liabilities and each payment retested; entitled member has creditor remedies; no express subordination exception (§§ 33-44-405(c), 33-44-406(d)-(e)) |
Voting/assenting member of member-managed LLC, or member/manager of manager-managed LLC, liable to company for excess if applicable § 33-44-409 duties not met; articles/agreement violations also trigger rule (§ 33-44-407(a)) |
Statutory knowing-recipient rule expressly covers member of manager-managed LLC for excess; sued authorizer may implead other liable authorizers and covered recipients for contribution; no separate recipient defense stated (§ 33-44-407(b)-(c)) |
Proceeding under § 33-44-407 barred unless commenced within two years after distribution (§ 33-44-407(d)) |
Authorizer rule expressly turns on § 33-44-409 conduct standard; ordinary interim distributions require all-member consent; winding up discharges creditor obligations before money surplus (§§ 33-44-404(c)(6), 33-44-407, 33-44-806). No solvency calculation, valuation choice, knowledge/duty finding, tax treatment, fraudulent-transfer result, bankruptcy outcome, or creditor-standing conclusion here |
| South Dakota verified 2026-09-19 | South Dakota ULLCA; distribution is money/property/other-benefit transfer to member in member capacity or transferee of distributional interest, excluding stated compensation/benefits from financial test. §§ 47-34A-406 to -407 state no winding-up exclusion; § 47-34A-806 separately orders winding-up assets (§§ 47-34A-101(5), -406(f), -806) |
No distribution if afterward LLC could not pay debts as they become due in ordinary course of business (§ 47-34A-406(a)(1)) |
No distribution if assets below liabilities plus amount needed for superior member dissolution/winding-up/termination preferences; reasonable service compensation and bona fide ordinary-course benefit payments excluded from distribution. No express liability exclusion (§ 47-34A-406(a)(2), (f)) |
May rely on financial statements using reasonable accounting practices/principles, fair valuation, or another reasonable method; decision date follows acquisition or 120-day rule (§ 47-34A-406(b)-(c)) |
Purchase/redemption/other distributional-interest acquisition: property-transfer or debt-incurrence date; others: authorization if paid within 120 days, payment if later; each payment on distributed debt measured when paid (§ 47-34A-406(c), (e)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member distribution debt at parity with general unsecured debt, with no express subordination exception. Entitled member has creditor remedies (§§ 47-34A-405(c), -406(d)-(e)) |
Responsible member in member-managed LLC or manager in manager-managed LLC who votes for/assents and fails § 47-34A-409 duties owes LLC unlawful excess; agreement may reallocate member-managed consent responsibility (§ 47-34A-407(a)-(b)) |
Separate recipient rule reaches knowing member of manager-managed LLC only, for unlawful excess. Sued authorizer may implead liable authorizers and recipients for contribution; recipient contribution paragraph cross-references subsection (b), though recipient rule is (c), as written (§ 47-34A-407(c)-(d)) |
Any § 47-34A-407 authorizer, recipient, or contribution proceeding barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 47-34A-407(e)) |
Authorizer claim incorporates § 47-34A-409 duties; agreement has loyalty/care/good-faith limits. No tax, transfer, bankruptcy, or calculation result here; table does not decide conduct, knowledge, values, standing, or liability (§§ 47-34A-103, -407, -409) |
| Tennessee verified 2026-09-19 | Revised Act ch. 249 governs post-2005 and electing older LLCs; Prior Act chs. 201-248 governs nonelecting pre-2006 LLCs (§ 48-249-1002). Revised Act definition covers direct/indirect property, debt, guaranties, redemptions, and liquidation distributions but excludes service compensation/benefits (§ 48-249-102(8)); each Act separately orders winding-up assets (§§ 48-249-620, 48-245-1101) |
Both Acts prohibit a distribution if afterward the LLC could not pay debts as they become due in the ordinary/normal course (§§ 48-249-306(a)(1), 48-236-105(a)(1)) |
Revised Act: assets must cover liabilities plus superior liquidation preferences; limited-recourse debt excluded and encumbered property counted only above that debt (§ 48-249-306(a)(2)). Prior Act uses the same structure, but documents may remove its preference add-on (§ 48-236-105(a)(2)) |
Both Acts permit reasonable-in-the-circumstances accounting statements, fair valuation, or another reasonable method; timing follows each Act's transaction rules (§§ 48-249-306(b)-(c), 48-236-105(b)-(c)) |
Revised Act acquisition measured at transfer/debt incurrence; otherwise authorization if paid within four months, payment if later; distribution-debt installments retested when paid (§ 48-249-306(c), (f)). Prior Act states the same four-month and installment rules but no separate acquisition measurement (§ 48-236-105(c)-(d)) |
Revised Act compliant distribution debt has unsecured-creditor parity unless agreed subordinate or liquidation law changes priority; conditional distribution debt is excluded from liabilities and each payment is retested (§ 48-249-306(d)-(f)). Prior Act states parity subject to agreement/liquidation, without a conditional-debt exclusion (§ 48-236-105(d)-(e)) |
Revised Act member, manager, or director who votes/consents is liable to LLC for excess if the applicable § 48-249-403 conduct standard was not met (§ 48-249-307(a)). Prior Act member/governor has the same excess measure subject to §§ 48-240-103 and 48-241-111 (§ 48-237-101(a)) |
Revised Act knowing member/holder liable to LLC for excess; sued person may implead liable authorizers and knowing recipients for contribution (§ 48-249-307(b)-(c)). Prior Act gives liable authorizer contribution from other assenting authorizers and knowing recipients, without a separate recipient-to-LLC rule in § 48-237-101 (§ 48-237-101(b)) |
Revised Act states no liability under its section or other applicable law after three years from distribution (§ 48-249-307(d)). Prior Act states the same three-year cutoff unless otherwise agreed (§ 48-237-101(d)) |
Revised documents cannot eliminate/vary statutory distribution limits or liability (§ 48-249-205(b)(9)-(10)); each Act separately protects winding-up creditors (§§ 48-249-620, 48-245-1101). No solvency calculation, valuation choice, conduct/knowledge finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here |
| Texas verified 2026-09-19 | Tex. Bus. Orgs. Code ch. 101; ordinary domestic LLC (§ 101.001(3)). § 101.206 covers member distributions except Chapter 11-compliant distributions and excludes reasonable service compensation and ordinary-course bona fide benefit-plan payments (§ 101.206(a), (f)) |
No separate debts-as-they-become-due test in § 101.206; statutory limit is the immediate post-distribution fair-value asset-liability test (§ 101.206(a)) |
Bar if specified liabilities exceed fair value of total assets immediately after distribution; exclude membership-interest liabilities and ordinarily limited-recourse liabilities, with encumbered property counted only by excess fair value (§ 101.206(a)-(c)) |
May use GAAP/IFRS, tax-return or other reasonable accounting, summary financial information, reasonable projections/forecasts, fair valuation, another reasonable method, or combinations; tax computation excluded; test date is immediately after distribution (§ 101.206(a), (c-1)-(c-2)) |
§ 101.206 measures immediately after distribution and states no separate authorization, 120-day delay, redemption, interest-acquisition, or distribution-debt measurement rule; company agreement may set a record date (§§ 101.206(a), 101.208) |
Entitled member has ordinary creditor status and remedies, subject to §§ 11.053 and 101.206; § 101.206 states no distribution-debt parity, conditional-debt exclusion, security, or subordination rule (§ 101.207) |
§ 101.206 states no separate statutory member/manager authorizer liability. Governing authority must declare an interim distribution; § 101.206 is nonwaivable except as it itself permits (§§ 101.204, 101.054(a)(2)) |
Member need not return prohibited distribution unless member knew of violation; company agreement, another agreement, and other state/federal return obligations preserved. No § 101.206 contribution or impleader rule (§ 101.206(d)-(e)) |
Action alleging a § 101.206 violation must commence no later than second anniversary of distribution (§ 101.206(g)) |
Valuation-method rule does not apply to Texas franchise or other tax computation; other contractual and state/federal return duties preserved. No solvency calculation, valuation, knowledge finding, creditor-standing conclusion, fiduciary result, transfer result, or bankruptcy outcome here (§ 101.206(c-2), (e)) |
| Utah verified 2026-10-01 | Utah Revised Uniform LLC Act, Title 16 ch. 20; money/property transfer on account of interest or member capacity includes redemption and relinquished governance/information rights; excludes reasonable service pay and bona fide ordinary-course benefit payments. § 16-20-405 also covers winding-up distributions (§§ 16-20-101(4), -405(1), -708) |
No distribution if afterward LLC could not pay debts as due in ordinary course of activities and affairs (§ 16-20-405(1)(a)) |
No distribution if afterward assets below liabilities plus superior winding-up preferences, unless agreement permits omission of preference add-on; compensation and bona fide benefit payments excluded from distribution definition (§§ 16-20-101(4)(c), -405(1)(b)) |
May use financial statements on reasonable accounting practices/principles, or fair valuation or another reasonable method (§ 16-20-405(2)) |
Acquisition: earlier of transfer/debt incurrence or holder ceasing to own acquired right; other debt: distribution date; other cases: authorization if paid within 120 days, otherwise payment (§ 16-20-405(3)) |
Compliant distribution debt at parity with general unsecured debt unless subordinated; conditional debt payable only when lawful distribution could be made is excluded from liabilities and retested when principal/interest paid (§§ 16-20-404(4), -405(4)-(5)) |
Consenting member in member-managed LLC or manager in manager-managed LLC owes company excess only if consent also violates § 16-20-409; agreement may shift distribution-consent authority and exposure among member-managed members (§ 16-20-406(1)-(2)) |
Knowing recipient owes company only excess over lawful amount; sued authorizer may implead other liable authorizers and knowing recipients and seek contribution (§ 16-20-406(3)-(4)) |
Action under improper-distribution liability section barred unless commenced within 2 years after distribution (§ 16-20-406(5)) |
Winding-up measurement excludes claims disposed of under §§ 16-20-705 to -707; sections do not calculate solvency or resolve knowledge, § 409 compliance, tax, bankruptcy, fraudulent-transfer, fiduciary or other-law claims (§§ 16-20-405(6), -406, -708) |
| Vermont verified 2026-09-22 | 11 V.S.A. ch. 25; member-capacity or transferee-interest money/property transfer (§ 4001(8)); interim distributions and winding-up surplus governed separately (§§ 4055(c), 4106) |
Distribution barred if LLC would be unable to pay debts as they become due in ordinary course (§ 4056(a)(1)) |
Also barred if total assets would fall below total liabilities plus superior winding-up preferences (§ 4056(a)(2)); conditional distribution debt excluded by its terms (§ 4056(e)) |
May use financial statements based on generally accepted accounting practices, fair valuation, or another reasonable method (§ 4056(b)); timing follows § 4056(c), (e) |
Interest purchase/redemption: transfer or debt-incurrence date; other payments: authorization if within 120 days, otherwise payment; conditional debt installments retested on payment (§ 4056(c), (e)) |
Compliant distribution debt to member ranks with general unsecured debt; qualifying conditional debt excluded from test liabilities, with each payment retested; entitled member/transferee has creditor remedies (§§ 4055(e), 4056(d)-(e)) |
Voting or assenting member in member-managed LLC, or member/manager in manager-managed LLC: excess owed to LLC only if § 4059 duties not met; articles and written agreement violations count (§ 4057(a)) |
Knowing member-recipient of manager-managed LLC owes LLC improper excess under § 4056; sued authorizer may implead other liable voters/assenters and such recipients for contribution (§ 4057(b)-(c)) |
Proceeding under § 4057 barred unless commenced within two years after distribution (§ 4057(d)) |
Survey states LLC internal tests and recovery only. § 4059 supplies authorizer duty and reliance context; § 4106 puts creditors first in winding up. No factual solvency, value, knowledge, creditor-claim, or other-law outcome is determined here. |
| Virginia verified 2026-09-19 | Virginia LLC Act art. 6; § 13.1-1035 excludes reasonable service compensation and bona fide benefit-plan payments and does not apply to Article 9 liquidation. Winding up uses separate creditor-first order (§§ 13.1-1035(E)-(F), 13.1-1049) |
Prohibited if, after distribution, LLC could not pay debts as they became due in usual course of business (§ 13.1-1035(A)(1)) |
Prohibited if assets would be less than liabilities plus superior dissolution preferences; articles or operating agreement may remove preference add-on. No conditional-liability exclusion stated (§ 13.1-1035(A)(2)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; general measurement is authorization if paid within 120 days, otherwise payment (§ 13.1-1035(B)-(C)) |
All covered distributions use authorization if payment occurs within 120 days and payment if later; no separate redemption, interest-acquisition, or distributed-debt measurement rule (§ 13.1-1035(C)) |
§§ 13.1-1031 to -1036 state no conditional distribution-debt exclusion/retest or special parity, security, subordination, or recipient-creditor-status rule |
§§ 13.1-1035 to -1036 state no separate statutory member/manager authorizer liability; § 13.1-1024.1 conduct standard remains a separate governance rule |
Member receiving distribution violating articles, operating agreement, or § 13.1-1035 liable to LLC for amount wrongfully made; no knowledge, contribution, impleader, or express excess-only formula in § 13.1-1036 |
Recipient is liable to LLC for period of 2 years after wrongful distribution; § 13.1-1036 phrases duration as liability period rather than commencement bar |
Separate manager conduct rule uses good-faith business judgment and qualified reliance; no solvency calculation, valuation, knowledge finding, creditor-standing conclusion, tax treatment, transfer result, or bankruptcy outcome here (§§ 13.1-1024.1, 13.1-1035-.1036) |
| Washington verified 2026-09-19 | Washington LLC Act; § 25.15.231 separately bars agreement violations and financial-test violations. Winding up pays/provides creditors and claims before member distributions (§ 25.15.305) |
Prohibited to extent, after distribution, LLC could not pay debts as they became due in usual course of activities (§ 25.15.231(2)(a)) |
Prohibited to extent specified liabilities exceed fair asset value; exclude member-interest liabilities and limited-recourse liabilities, with encumbered property counted only by excess fair value. No superior-preference add-on (§ 25.15.231(2)(b)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; date depends on interest acquisition, ordinary authorization/payment, or distributed-debt timing (§ 25.15.231(3)-(4), (7)) |
Interest acquisition measured when property transfers or debt incurred; otherwise authorization if paid within 120 days, payment if later; conditional debt payments measured when paid and other debt when distributed (§ 25.15.231(4), (7)) |
Compliant distribution debt at parity with general unsecured debt, with no express subordination qualifier; conditional distribution debt excluded and payments retested. No general recipient-creditor-status rule in §§ 25.15.231-.236 (§ 25.15.231(5)-(7)) |
Consenting member/manager liable to LLC for excess only if consent failed duty of care; LLC agreement may shift member consent authority/responsibility (§ 25.15.236(1)-(2)) |
Knowing member/transferee liable to LLC only for excess; authorizer defendant may implead other liable authorizers and knowing recipients and compel contribution (§ 25.15.236(3)-(4)) |
Action under § 25.15.236 barred unless commenced within 2 years after distribution (§ 25.15.236(5)) |
Authorizer liability turns on duty of care; no solvency calculation, valuation, knowledge or conduct finding, creditor-standing conclusion, tax treatment, fraudulent-transfer result, or bankruptcy outcome here (§ 25.15.236(1)) |
| West Virginia verified 2026-09-19 | W. Va. Uniform LLC Act, ch. 31B; distribution is money/property/other-benefit transfer to member in member capacity or transferee of distributional interest. §§ 31B-4-406 to -407 state no winding-up exclusion; § 31B-8-806 separately orders winding-up assets (§§ 31B-1-101(7), 31B-8-806) |
No distribution if LLC could not pay debts as they become due in ordinary course of business (§ 31B-4-406(a)(1)) |
No distribution if total assets below liabilities plus amount needed for superior member dissolution/winding-up/termination preferences; no fair-value label, compensation/benefit exclusion, liability exclusion, or express agreement variation stated (§ 31B-4-406(a)(2)) |
May rely on financial statements using accounting practices/principles reasonable in circumstances, fair valuation, or another reasonable method; decision date follows acquisition or 120-day rule (§ 31B-4-406(b)-(c)) |
Purchase/redemption/other distributional-interest acquisition: property-transfer or debt-incurrence date; all others: authorization if paid within 120 days, payment if later; each payment on distributed debt measured when paid (§ 31B-4-406(c), (e)) |
Debt payable only when distribution could then be lawful excluded from liabilities and each payment on distributed debt retested; compliant member distribution debt at parity with general unsecured debt, with no express subordination exception. Entitled member has creditor remedies (§§ 31B-4-405(c), 31B-4-406(d)-(e)) |
Member in member-managed LLC, or member/manager in manager-managed LLC, voting for/assenting to statutory/document violation owes LLC unlawful excess if failure to comply with § 31B-4-409 duties is established (§ 31B-4-407(a)) |
Separate recipient rule reaches knowing member of manager-managed LLC only, for unlawful excess. Sued authorizer may implead liable authorizers and those knowing member-recipients for contribution (§ 31B-4-407(b)-(c)) |
Any § 31B-4-407 authorizer, recipient, or contribution proceeding barred unless commenced within 2 years after distribution; no adjudication or dissolution extension stated (§ 31B-4-407(d)) |
Authorizer claim incorporates § 31B-4-409 duties; operating agreement cannot eliminate loyalty/good faith and cannot unreasonably reduce care. No tax, fraudulent-transfer, bankruptcy, or calculation rule here; table does not decide conduct, knowledge, values, standing, or liability (§§ 31B-1-103(b), 31B-4-407, 31B-4-409) |
| Wyoming verified 2026-09-22 | Wyoming LLC Act, W.S. ch. 17-29; money/property on account of transferable interest (§ 17-29-102(a)(v)); ordinary interim and creditor-first winding-up surplus rules (§§ 17-29-404, -708) |
No distribution if, afterward, LLC could not pay debts as they come due in ordinary course (§ 17-29-405(a)(i)) |
Also barred if assets fall below liabilities plus superior winding-up preferences; reasonable service compensation and ordinary bona fide benefit-plan payments excluded; qualifying conditional debt not a test liability (§ 17-29-405(a)(ii), (e), (g)) |
May use reasonable accounting statements, fair valuation, or another reasonable method; determination date varies with form and payment delay (§ 17-29-405(b)-(c), (f)) |
Purchase/redemption/interest acquisition: property transfer or debt incurrence; other distributions: authorization if paid within 120 days, payment if later; distribution-debt payments retested (§ 17-29-405(c), (f)) |
Member debt from compliant distribution has unsecured-creditor parity unless expressly agreed otherwise in writing; conditional debt excluded from test liabilities, each debt payment retested; entitled member/transferee has creditor remedies (§§ 17-29-404(d), -405(d)-(f)) |
Consenting member in member-managed LLC or manager in manager-managed LLC owes company improper excess only if consent failed § 17-29-409 conduct standard; member-managed agreement can shift consent responsibility (§ 17-29-406(a)-(b)) |
Any knowing recipient owes LLC only excess received; sued authorizer may implead other liable authorizers and knowing recipients for contribution (§ 17-29-406(c)-(d)) |
Action under § 17-29-406 barred if not commenced within two years after distribution (§ 17-29-406(e)) |
Agreement governs pre-dissolution allocations subject to the Act; § 17-29-708 puts creditors first during winding up. This table decides no solvency, valuation, knowledge, creditor-claim, tax, fiduciary, transfer, or bankruptcy outcome (§§ 17-29-110, -404, -405, -708). |
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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