1. A director who votes foror assents to a distribution in excess ofwhat may beauthorized and made pursuant to section 490.640, subsection 1, or section 490.1409, subsection 1, is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 490.640, subsection 1, or section 490.1409, subsection 1,ifthe partyassertingliabilityestablishes that when taking the actionthe director did not comply with section 490.830. 2. A director held liable under subsection 1 for an unlawful distribution is entitled to all of the following: a. Contribution from every other director who could be held liable under subsection 1 for the unlawful distribution. b. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 490.640, subsection 1, or section 490.1409, subsection 1. 3. a. A proceeding to enforce the liability of adirector under subsection 1 is barred unless itis commenced within two years after any of the following: (1) The date on which the effect of the distribution was measured under section 490.640, subsection 5 or 8. (2) The date as of which the violation of section 490.640, subsection 1, occurred as the consequence of disregard of a restriction in the articles of incorporation. (3) The date on which the distribution of assets to shareholders under section 490.1409, subsection 1, was made. b. A proceeding to enforce contribution or recoupment under subsection 2is barredunless itiscommenced within one year after the liability of the claimant has been finally adjudicated under subsection 1. CS89, §490.833 C2022, §490.832
‹ Prev All Iowa sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.