17-76,100.Liability for contribution.
(a) Except as provided in an operating agreement, a member
is obligated to a
limited liability company to perform any promise to contribute cash or property
or to perform
services, even if the member is unable to perform because of death, disability
or any
other reason. If a
member does not make the required contribution of property or services, the
member is
obligated at the option
of the limited liability company to contribute cash equal to that portion of
the agreed value (as stated
in the records of the limited liability company) of the contribution that has
not been made. The
foregoing option shall be in addition to, and not in lieu of, any other rights,
including the right to
specific performance, that the limited liability company may have against such
member under the
operating agreement or applicable law.
(b) Unless otherwise provided in an operating agreement, the obligation of a
member to make a contribution or return money or other property paid or
distributed in violation of this act
may be compromised only by consent of all the members. Notwithstanding the
compromise, a
creditor of a limited liability company who extends credit, after the entering
into of an operating
agreement or an amendment thereto which, in either case, reflects the
obligation, and before the
amendment thereof to reflect the compromise, may enforce the original
obligation to the extent that,
in extending credit, the creditor reasonably relied on the obligation of a
member to make a
contribution or return. A conditional obligation of a member to make a
contribution or return money
or other property to a limited liability company may not be enforced unless the
conditions of the
obligation have been satisfied or waived as to or by such member. Conditional
obligations include
contributions payable upon a discretionary call of a limited liability company
prior to the time the
call occurs.
(c) An operating agreement may provide that the interest of any member who
fails to make
any contribution that the member is obligated to make shall be subject to
specified
penalties for, or specified
consequences of, such failure. Such penalty or consequence may take the form
of reducing or
eliminating the defaulting member's proportionate interest in a limited
liability company,
subordinating the member's limited liability company interest to that of
nondefaulting
members, a forced sale
of the member's limited liability company interest, forfeiture of the member's
limited liability
company interest, the
lending by other members of the amount necessary to meet the member's
commitment, a
fixing of the value
of the member's limited liability company interest by appraisal or by formula
and
redemption or sale of the member's
limited liability company interest at such value, or other penalty or
consequence.
17-76,100.Liability for contribution.
(a) Except as provided in an operating agreement, a member
is obligated to a
limited liability company to perform any promise to contribute cash or property
or to perform
services, even if the member is unable to perform because of death, disability
or any
other reason. If a
member does not make the required contribution of property or services, the
member is
obligated at the option
of the limited liability company to contribute cash equal to that portion of
the agreed value (as stated
in the records of the limited liability company) of the contribution that has
not been made. The
foregoing option shall be in addition to, and not in lieu of, any other rights,
including the right to
specific performance, that the limited liability company may have against such
member under the
operating agreement or applicable law.
(b) Unless otherwise provided in an operating agreement, the obligation of a
member to make a contribution or return money or other property paid or
distributed in violation of this act
may be compromised only by consent of all the members. Notwithstanding the
compromise, a
creditor of a limited liability company who extends credit, after the entering
into of an operating
agreement or an amendment thereto which, in either case, reflects the
obligation, and before the
amendment thereof to reflect the compromise, may enforce the original
obligation to the extent that,
in extending credit, the creditor reasonably relied on the obligation of a
member to make a
contribution or return. A conditional obligation of a member to make a
contribution or return money
or other property to a limited liability company may not be enforced unless the
conditions of the
obligation have been satisfied or waived as to or by such member. Conditional
obligations include
contributions payable upon a discretionary call of a limited liability company
prior to the time the
call occurs.
(c) An operating agreement may provide that the interest of any member who
fails to make
any contribution that the member is obligated to make shall be subject to
specified
penalties for, or specified
consequences of, such failure. Such penalty or consequence may take the form
of reducing or
eliminating the defaulting member's proportionate interest in a limited
liability company,
subordinating the member's limited liability company interest to that of
nondefaulting
members, a forced sale
of the member's limited liability company interest, forfeiture of the member's
limited liability
company interest, the
lending by other members of the amount necessary to meet the member's
commitment, a
fixing of the value
of the member's limited liability company interest by appraisal or by formula
and
redemption or sale of the member's
limited liability company interest at such value, or other penalty or
consequence.
17-76,100.Liability for contribution.
(a) Except as provided in an operating agreement, a member
is obligated to a
limited liability company to perform any promise to contribute cash or property
or to perform
services, even if the member is unable to perform because of death, disability
or any
other reason. If a
member does not make the required contribution of property or services, the
member is
obligated at the option
of the limited liability company to contribute cash equal to that portion of
the agreed value (as stated
in the records of the limited liability company) of the contribution that has
not been made. The
foregoing option shall be in addition to, and not in lieu of, any other rights,
including the right to
specific performance, that the limited liability company may have against such
member under the
operating agreement or applicable law.
(b) Unless otherwise provided in an operating agreement, the obligation of a
member to make a contribution or return money or other property paid or
distributed in violation of this act
may be compromised only by consent of all the members. Notwithstanding the
compromise, a
creditor of a limited liability company who extends credit, after the entering
into of an operating
agreement or an amendment thereto which, in either case, reflects the
obligation, and before the
amendment thereof to reflect the compromise, may enforce the original
obligation to the extent that,
in extending credit, the creditor reasonably relied on the obligation of a
member to make a
contribution or return. A conditional obligation of a member to make a
contribution or return money
or other property to a limited liability company may not be enforced unless the
conditions of the
obligation have been satisfied or waived as to or by such member. Conditional
obligations include
contributions payable upon a discretionary call of a limited liability company
prior to the time the
call occurs.
(c) An operating agreement may provide that the interest of any member who
fails to make
any contribution that the member is obligated to make shall be subject to
specified
penalties for, or specified
consequences of, such failure. Such penalty or consequence may take the form
of reducing or
eliminating the defaulting member's proportionate interest in a limited
liability company,
subordinating the member's limited liability company interest to that of
nondefaulting
members, a forced sale
of the member's limited liability company interest, forfeiture of the member's
limited liability
company interest, the
lending by other members of the amount necessary to meet the member's
commitment, a
fixing of the value
of the member's limited liability company interest by appraisal or by formula
and
redemption or sale of the member's
limited liability company interest at such value, or other penalty or
consequence.