(509) Liability for improper distributions
N.D. Cent. Code § 45-10.2-54
in effect45-10.2-54. (509) Liability for improper distributions
1. A general partner that consents to a distribution made in violation of section
45-10.2-53 is personally liable to the limited partnership for the amount of the
distribution which exceeds the amount that could have been distributed without the
violation if it is established that in consenting to the distribution the general partner
failed to comply with section 45-10.2-44.
2. A partner or transferee that received a distribution knowing that the distribution to that
partner or transferee was made in violation of section 45-10.2-53 is personally liable to
the limited partnership but only to the extent that the distribution received by the
partner or transferee exceeded the amount that could have been properly paid under
section 45-10.2-53.
3. A general partner against which an action is commenced under subsection 1 may:
a. Implead in the action any other person that is liable under subsection 1 and
compel contribution from the person; and
b. Implead in the action any person that received a distribution in violation of
subsection 2 and compel contribution from the person in the amount the person
received in violation of subsection 2.
4. An action under this section is barred if it is not commenced within two years after the
distribution.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-54Fetched: 10/16/2026