-17-
petitioner sees it, that section allows a member of a limited
liability company to promise to contribute additional capital to
the company and permits a creditor of the company to enforce that
promise in order to receive payment on a debt owed by the company
to the creditor. We disagree with petitioner’s application of
this section to the facts at hand. As stated above, the
operation of the DRO hinges on a liquidation of a member’s
interest in LCL, and a creditor of LCL has no right to compel
such a liquidation. Further, the revised operating agreement
does not require LCL to pay the restored deficit to creditors; it
allows this amount to be distributed to members with positive
capital account balances. Further, the revised operating
agreement does not confer any rights on a creditor of LCL. The
agreement states specifically that nothing express or implied
therein “shall be construed to give to any person or entity,
other than the parties or their successors-in-interest * * *, any
9(...continued)
conditions stated in the articles of organization,
operating agreement or other document evidencing such
agreement.
* * * * * * *
(c) The liabilities of a member as set out in this
section can be waived or compromised only by the
consent of all members; but a waiver or compromise
shall not affect the right of a creditor of the limited
liability company who extended credit or whose claim
arose after the filing and before a cancellation or
amendment of the articles of organization, to enforce
the liabilities.
Page: Previous 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Next
Last modified: March 27, 2008