California Corporations Code

§ 12455

CORP § 12455Div. 3 · Title 1 · Part 2 · Ch. 4 · Art. 2

Statute text

(a)Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the amount so received by the person with interest thereon at the legal rate on judgments until paid.

(b)Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by this chapter is liable to the corporation for the benefit of all of the creditors entitled to institute an action under subdivision (c) for the amount so received by the person with interest thereon at the legal rate on judgments until paid, but not exceeding the liabilities of the corporation owed to nonconsenting creditors at the time of the violation.

(c)Suit may be brought in the name of the corporation to enforce the liability to creditors arising under subdivision (b) for a violation of Section 12452 or 12453 against any or all persons liable by any one or more creditors of the corporation whose debts or claims arose prior to the time of the distribution and who have not consented thereto, whether or not they have reduced their claims to judgment.

…

Legislative history

Amended by Stats. 1984, Ch. 812, Sec. 17.