N.C. Gen. Stat. » Chapter 55
NC General Statutes

N.C. Gen. Stat. § 55-8-33 (2026)

Liability for unlawful distributions

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(a) A director who votes for or assents to a distribution made in violation of G.S. 55-6-40 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating G.S. 55-6-40 or the articles of incorporation if it is established that he did not perform his duties in compliance with G.S. 55-8-30.  In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.

(b) A director held liable under subsection (a) for an unlawful distribution is entitled to:

(1) Contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and

(2) Reimbursement from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of G.S. 55-6-40 or the articles of incorporation.

(c) A proceeding under subsection (a) is barred unless it is commenced within three years after the date on which the effect of the distribution was measured under G.S. 55-6-40(e) or (g). (Code, s. 681; 1901, c. 2, ss. 33, 52; Rev., s. 1192; C.S., s. 1179; 1927, c. 121; 1933, c. 354, s. 1; G.S., s. 55-116; 1955, c. 1371, s. 1; 1959, c. 1316, s. 35; 1989, c. 265, s. 1.)

 

§§ 55-8-34 through 55-8-39.  Reserved for future codification purposes.

 

Part 4. Officers.
Notes of Decisions
Cited in 2 cases, 2004–2009 · leading case: Angell v. Kelly, 336 F. Supp. 2d 540 (M.D.N.C. 2004).
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Angell v. Kelly, 336 F. Supp. 2d 540 (M.D.N.C. 2004). · cites it 4× “Lord claiming fraudulent conveyance in violation of North Carolina General Statutes § 39-23.1 et seq.”
Green v. Condra, 2009 NCBC 21 (N.C. Bus. Ct. 2009). · cites it 3× “An exculpatory provision, however, cannot limit or eliminate liability with respect to (1) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (2) any liability under [section…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.