Liability in Cases of Deficit Article 631 In cases where a Limited Liability Company effects the distribution of profits, if a deficit (meaning the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the deficit of the Limited Liability Company; hereinafter the same applies in this paragraph) occurs at the end of the business year that contains the day on which such distribution of profit takes place, members that executed the operations in connection with such distribution of profit with respect to such Distributed Amount are jointly and severally liable to such Limited Liability Company, together with the members who received such distribution of profit, for payment of the amount of that deficit (or, if the amount of such deficit exceeds the Distributed Amount, such Distributed Amount);provided, however, that this does not apply in cases where such members who executed such operations have proven that they did not fail to exercise due care with respect to the performance of their duties:
前項の義務は、総社員の同意がなければ、免除することができない。
Exemption from the obligations in the preceding paragraph cannot be given without the consent of all members.
