Liability of partners for illegal distributions
N.D. Cent. Code § 45-22-10
in effect45-22-10. Liability of partners for illegal distributions
With respect to the liability of partners for illegal distributions:
1. Except as provided in subsection 3, a partner who receives a distribution from a
domestic limited liability partnership which would have been in violation of section
10-19.1-92 had the limited liability partnership been a corporation with a board of
directors is liable to the domestic limited liability partnership, the domestic limited
liability partnership's receiver, or other person winding up the domestic limited liability
partnership's affairs, but only to the extent that the distribution received by the partner
exceeded the amount that properly could have been paid under section 10-19.1-92.
2. An action may not be commenced under this section more than two years from the
date of the distribution.
3. A partner actively engaged in the partnership business is not liable to the domestic
limited liability partnership for any distribution that is or was regularly paid to the
partner on account of engagement in the partnership business to the extent the
distribution is reasonable compensation for the partner's services to or on behalf of the
partnership.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c22.pdf#nameddest=45-22-10Fetched: 10/16/2026