California Corporations Code

§ 12376

CORP § 12376 Effective Jan 1, 2000Div. 3 · Title 1 · Part 2 · Ch. 2 · Art. 3

Statute text

(a)Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable to the corporation for the benefit of all of the creditors entitled to institute an action under paragraph (1) or (2) of subdivision (c) or to the corporation in an action by members under paragraph (3) of subdivision (c):

(1)The making of any distribution or purchase or redemption of memberships contrary to Chapter 4 (commencing with Section 12450).

(2)The distribution of assets after institution of dissolution proceedings of the corporation, without paying or adequately providing for all known liabilities of the corporation, excluding any claims not filed by creditors within the time limit set by the court in a notice given to creditors under Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630), and 17 (commencing with Section 12650).

…

Legislative history

Amended by Stats. 1999, Ch. 453, Sec. 25. Effective January 1, 2000.