304-C:87 Liability of Members for Promised Contributions. –
I. Unless the operating agreement provides otherwise, a promise by a member to contribute to the limited liability company shall not be enforceable unless set forth in a writing signed by the member.
II. Unless the operating agreement provides otherwise, a member shall be obligated to a limited liability company to perform any enforceable promise to contribute cash or property or to perform services even if the member is unable to perform the promise because of death, disability, or any other reason.
III. Unless the operating agreement provides otherwise, if a member does not make a required contribution of property or services, the member shall be obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value of the contribution that has not been made.
IV. Unless the operating agreement provides otherwise, the option provided under paragraph III shall be in addition to, and not instead of, any other rights that the limited liability company may have against the member under the operating agreement or applicable law, including the right to specific performance.
V. Unless the operating agreement provides otherwise, the obligation of a member to make a contribution to the limited liability company or to return to the limited liability company money or other property that the limited liability company has paid or distributed to the member in violation of this act shall be compromised only by the affirmative vote of all the members.
VI. Notwithstanding a compromise of an obligation under paragraph V, a creditor who extends credit to the limited liability company or who otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation but before the compromise may enforce the original obligation.
VII. An operating agreement may provide that a member who fails to make a contribution that the member is obligated to make shall be subject to specified penalties or specified consequences because of the failure.
VIII. Unless the operating agreement provides otherwise, a penalty or consequence under paragraph VII may take the form of reducing or eliminating the member's proportionate membership rights in a limited liability company, subordinating the member's membership rights to that of nondefaulting members, a forced sale of the member's membership rights, forfeiture of the member's membership rights, the lending by other members of the amount necessary to meet the member's commitment, a fixing of the value of the member's membership rights by appraisal or by formula and redemption or sale of the member's membership rights at that value, or any other penalty or consequence.