- (a) A limited liability company may not make a distribution to a member of the company if, immediately after making the distribution, the company's total liabilities, other than liabilities described by Subsection (b), exceed the fair value of the company's total assets.
(b) For purposes of Subsection (a), the liabilities of a limited liability company do not include:
- (1) a liability related to the member's membership interest; or
- (2) except as provided by Subsection (c), a liability for which the recourse of creditors is limited to specified property of the company.
- (c) For purposes of Subsection (a), the assets of a limited liability company include the fair value of property subject to a liability for which recourse of creditors is limited to specified property of the company only if the fair value of that property exceeds the liability.
- (d) A member of a limited liability company who receives a distribution from the company in violation of this section is required to return the distribution to the company if the member had knowledge of the violation.
- (e) This section may not be construed to affect the obligation of a member of a limited liability company to return a distribution to the company under the company agreement or other state or federal law.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.