CONTRIBUTIONS TO TEXAS LIMITED LIABILITY COMPANIES

§ 101.151. REQUIREMENTS FOR ENFORCEABLE PROMISE.

A promise to make a contribution or otherwise pay cash or transfer property to a limited liability company is enforceable only if the promise is:

(1) in writing; and

(2) signed by the person making the promise.

§ 101.152. ENFORCEABLE PROMISE NOT AFFECTED BY CHANGE IN CIRCUMSTANCES.

A member of a limited liability company is obligated to perform an enforceable promise to make a contribution or otherwise pay cash or transfer property to the company without regard to the death, disability, or other change in circumstances of the member.

§ 101.153. FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES.

(a) A member of a limited liability company, or the member's legal representative or successor, who does not perform an enforceable promise to make a contribution, including a previously made contribution, or to otherwise pay cash or transfer property to the company, is obligated, at the request of the company, to pay in cash the agreed value of the contribution, as stated in the company agreement or the company's records required under §§ 3.151 and 101.501, less:

(1) any amount already paid for the contribution; and

(2) the value of any property already transferred.

(b) The company agreement of a limited liability company may provide that the membership interest of a member who fails to perform an enforceable promise to make a payment of cash or transfer property to the company, whether as a contribution or in connection with a contribution already made, may be:

(1) reduced;

(2) subordinated to other membership interests of nondefaulting members;

(3) redeemed or sold at a value determined by appraisal or other formula; or

(4) made the subject of:

(A) a forced sale;

(B) forfeiture;

(C) a loan from other members of the company in an amount necessary to satisfy the enforceable promise; or

(D) another penalty or consequence.

§ 101.154. CONSENT REQUIRED TO RELEASE ENFORCEABLE OBLIGATION.

The obligation of a member of a limited liability company, or of the member's legal representative or successor, to make a contribution or otherwise pay cash or transfer property to the company, or to return cash or property to the company paid or distributed to the member in violation of this code or the company agreement, may be released or settled only by consent of each member of the company.

§ 101.155. CREDITOR'S RIGHT TO ENFORCE CERTAIN OBLIGATIONS.

A creditor of a limited liability company who extends credit or otherwise acts in reasonable reliance on an enforceable obligation of a member of the company that is released or settled as provided by § 101.154 may enforce the original obligation if the obligation is stated in a document that is:

(1) signed by the member; and

(2) not amended or canceled to evidence the release or settlement of the obligation.

§ 101.156. REQUIREMENTS TO ENFORCE CONDITIONAL OBLIGATION.

(a) An obligation of a member of a limited liability company that is subject to a condition may be enforced by the company or a creditor described by § 101.155 only if the condition is satisfied or waived by or with respect to the member.

(b) A conditional obligation of a member of a limited liability company under this § includes a contribution payable on a discretionary call of the limited liability company before the time the call occurs.

 

Contact Information

Mailing Address

Chowins Law Firm, PLLC
1011 Surrey Lane #200
Flower Mound, TX 75022

Telephone

(469) 630-2550

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