Liability upon wrongful distribution.
R.I. Gen. Laws § 7-16-32
in effect7-16-32. Liability upon wrongful distribution.
(a) A member or manager who votes for or assents to a distribution in violation of the
operating agreement or of § 7-16-31 is personally liable to the limited liability company for the amount of the distribution
that exceeds what could have been distributed without violating the operating agreement
or § 7-16-31.
(b) Each member or manager held liable under subsection (a) for an unlawful distribution
is entitled to contribution:
(1) From each other member or manager who could be held liable under subsection (a) for
the unlawful distribution; and
(2) From each member for the amount the member received knowing that the distribution
was made in violation of the operating agreement or § 7-16-31.
(c) A proceeding under this section is barred unless it is commenced within two (2) years
after the date on which the effect of the distribution is measured under § 7-16-31.
P.L. 1992, ch. 280, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-16/7-16-32.htmFetched: 10/20/2026
