Md. Code, Corporations and Associations § 2-312
This is the official text of Md. Code, Corporations and Associations § 2-312, part of Maryland’s Code, Corporations and Associations — governs the formation and operation of corporations, LLCs, and partnerships.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
§2–312.
Official statutory text
(a) If it is established that the director’s duties were not performed in compliance with § 2-405.1 of this title, a director who votes for or assents to a distribution made in violation of the charter or § 2-311 of this subtitle is personally liable to the corporation for the amount of the distribution that exceeds what could have been made without violating the charter or § 2-311 of this subtitle.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:
(1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and
(2) From each stockholder for the amount the stockholder accepted knowing the distribution was made in violation of the charter or § 2-311 of this subtitle.
(c) (1) A proceeding to enforce the liability of a director under subsection (a) of this section may not begin more than 3 years after the date on which the effect of the distribution was measured under § 2-311(c) or (e) of this subtitle.
(2) A proceeding to enforce contribution under subsection (b) of this section may not begin more than 1 year after the liability of the director claiming contribution has been finally adjudicated under subsection (a) of this section.
(d) The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:
(1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and
(2) From each stockholder for the amount the stockholder accepted knowing the distribution was made in violation of the charter or § 2-311 of this subtitle.
(c) (1) A proceeding to enforce the liability of a director under subsection (a) of this section may not begin more than 3 years after the date on which the effect of the distribution was measured under § 2-311(c) or (e) of this subtitle.
(2) A proceeding to enforce contribution under subsection (b) of this section may not begin more than 1 year after the liability of the director claiming contribution has been finally adjudicated under subsection (a) of this section.
(d) The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.
Status: in_force · Read it on the official government site
Dealing with a business matter in Maryland?
See all Maryland Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.