Texas Business Organizations Code - Section 101.153. Failure To Perform Enforceable Promise; Consequences
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Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Section 101.153. Failure To Perform Enforceable Promise; Consequences
§ 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 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;
(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.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 101.110 101.111 101.112 101.113 101.114 101.151 101.152 101.153 101.154 101.155 101.156 101.201 101.202 101.203 101.204
Last modified: August 11, 2007
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