(1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.
(2) Except as provided in the certificate of formation or limited liability company agreement, a member is obligated to the limited liability company to perform an enforceable promise to contribute cash or property or to perform services, even if he 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, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the value of the stated contribution that has not been made.
(3) Unless otherwise provided in the certificate of formation or limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the members. However, a creditor of a limited liability company who extends credit, or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the limited liability company could pursuant to this section.
(4) A certificate of formation or limited liability company agreement may provide that the interest of any member who fails to make any contribution that he 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 the defaulting member's proportionate interest in the limited liability company, subordinating his limited liability company interest to that of nondefaulting members, forcing a sale of his limited liability company interest, forfeiting his limited liability company interest, the lending by other members of the amount necessary to meet his commitment, fixing the value of his limited liability company interest by appraisal or by formula and redeeming or selling of his limited liability company interest at such value, or other penalty or consequence.
Sources: Laws, 1994, ch. 402, § 34, eff from and after July 1, 1994.
(1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.
(2) Except as provided in the certificate of formation or limited liability company agreement, a member is obligated to the limited liability company to perform an enforceable promise to contribute cash or property or to perform services, even if he 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, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the value of the stated contribution that has not been made.
(3) Unless otherwise provided in the certificate of formation or limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the members. However, a creditor of a limited liability company who extends credit, or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the limited liability company could pursuant to this section.
(4) A certificate of formation or limited liability company agreement may provide that the interest of any member who fails to make any contribution that he 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 the defaulting member's proportionate interest in the limited liability company, subordinating his limited liability company interest to that of nondefaulting members, forcing a sale of his limited liability company interest, forfeiting his limited liability company interest, the lending by other members of the amount necessary to meet his commitment, fixing the value of his limited liability company interest by appraisal or by formula and redeeming or selling of his limited liability company interest at such value, or other penalty or consequence.
Sources: Laws, 1994, ch. 402, § 34, eff from and after July 1, 1994.
(1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.
(2) Except as provided in the certificate of formation or limited liability company agreement, a member is obligated to the limited liability company to perform an enforceable promise to contribute cash or property or to perform services, even if he 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, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the value of the stated contribution that has not been made.
(3) Unless otherwise provided in the certificate of formation or limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the members. However, a creditor of a limited liability company who extends credit, or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the limited liability company could pursuant to this section.
(4) A certificate of formation or limited liability company agreement may provide that the interest of any member who fails to make any contribution that he 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 the defaulting member's proportionate interest in the limited liability company, subordinating his limited liability company interest to that of nondefaulting members, forcing a sale of his limited liability company interest, forfeiting his limited liability company interest, the lending by other members of the amount necessary to meet his commitment, fixing the value of his limited liability company interest by appraisal or by formula and redeeming or selling of his limited liability company interest at such value, or other penalty or consequence.
Sources: Laws, 1994, ch. 402, § 34, eff from and after July 1, 1994.
