Texas Business Organizations Code

§ 101.153 — FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES

BO § 101.153Title 3. LIMITED LIABILITY COMPANIES · Ch. 101. LIMITED LIABILITY COMPANIES · Art. D. CONTRIBUTIONS

Statute text

(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 Sections 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;

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Legislative history

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.