If a limited liability company effects the contribution refunds in violation of the provisions of the preceding paragraph, the members who executed the operations in connection with relevant contribution refunds are jointly and severally liable to relevant limited liability company, together with the members who received relevant contribution refunds, for payment of the monies in an amount equivalent to relevant amount of contribution refunds; provided, however, that this does not apply if relevant members who executed relevant operations have proven that they did not fail to exercise due care with respect to the performance of their duties:
Exemption from the obligations under the preceding paragraph may not be given; provided, however, that this does not apply if consent of all members is obtained with respect to the exemption of relevant obligations to the extent of the surplus as at the day when the contribution refunds take place.
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contribution refunds
「出資の払戻し」
A membership company's paying a member back the money or other property the member has contributed.
Short name set inArticle 624, paragraph (1)· applies only in this part
surplus amount
「剰余金額」
A membership company's surplus, calculated under Article 626, paragraph (4), which limits how much a limited liability company may refund or pay out to its members.
Defined inArticle 626, paragraph (4)
amount of contribution refunds
「出資払戻額」
The book value of the money or other property a limited liability company hands a member when refunding the member's contribution.
Short name set inArticle 632, paragraph (2)· applies only in this subsection