①If a limited liability company effects an equity interest refund in violation of the provisions of the preceding paragraph, the members who executed the operations in connection with relevant equity interest refund are jointly and severally liable to relevant limited liability company, together with the members who received relevant equity interest refund, for payment of the monies in the amount equivalent to relevant partnership interest refund amount;provided, however, that this does not apply if relevant members who executed the operations regarding the refund of equity interest have proven that they did not fail to exercise due care with respect to the performance of their duties:

②Exemptions from the obligations under the preceding paragraph cannot 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 equity interest refund takes place.