Liability of member to company.
1. A member is liable to a limited-liability company:
(a) For a difference between his contributions to capital as actually made and as stated in the articles of organization or operating agreement as having been made; and
(b) For any unpaid contribution to capital which he agreed in the articles of organization or operating agreement to make in the future at the time and on the conditions stated in the articles of organization or operating agreement.
2. A member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by him, but which was not so contributed.
3. The liabilities of a member as set out in this section can be waived or compromised only by the consent of all of the members, but a waiver or compromise does not affect the right of a creditor of the company to enforce the liabilities if he extended credit or his claim arose before the effective date of an amendment of the articles of organization or operating agreement effecting the waiver or compromise.
Last modified: February 26, 2006