17-76,100.   Liability for contribution.(a) Except as provided in an operating agreement, a memberis obligated to alimited liability company to perform any promise to contribute cash or propertyor to performservices, even if the member is unable to perform because of death, disabilityor anyother reason. If amember does not make the required contribution of property or services, themember isobligated at the optionof the limited liability company to contribute cash equal to that portion ofthe agreed value (as statedin the records of the limited liability company) of the contribution that hasnot been made. Theforegoing option shall be in addition to, and not in lieu of, any other rights,including the right tospecific performance, that the limited liability company may have against suchmember under theoperating agreement or applicable law.

      (b)   Unless otherwise provided in an operating agreement, the obligation of amember to make a contribution or return money or other property paid ordistributed in violation of this actmay be compromised only by consent of all the members. Notwithstanding thecompromise, acreditor of a limited liability company who extends credit, after the enteringinto of an operatingagreement or an amendment thereto which, in either case, reflects theobligation, and before theamendment thereof to reflect the compromise, may enforce the originalobligation to the extent that,in extending credit, the creditor reasonably relied on the obligation of amember to make acontribution or return. A conditional obligation of a member to make acontribution or return moneyor other property to a limited liability company may not be enforced unless theconditions of theobligation have been satisfied or waived as to or by such member. Conditionalobligations includecontributions payable upon a discretionary call of a limited liability companyprior to the time thecall occurs.

      (c)   An operating agreement may provide that the interest of any member whofails to makeany contribution that the member is obligated to make shall be subject tospecifiedpenalties for, or specifiedconsequences of, such failure. Such penalty or consequence may take the formof reducing oreliminating the defaulting member's proportionate interest in a limitedliability company,subordinating the member's limited liability company interest to that ofnondefaultingmembers, a forced saleof the member's limited liability company interest, forfeiture of the member'slimited liabilitycompany interest, thelending by other members of the amount necessary to meet the member'scommitment, afixing of the valueof the member's limited liability company interest by appraisal or by formulaandredemption or sale of the member'slimited liability company interest at such value, or other penalty orconsequence.

      History:   L. 1999, ch. 119, § 39; Jan. 1, 2000.