2010 Florida Statutes
Contributions to capital and liability for contribution.
Contributions to capital and liability for contribution.—
The contribution of a member may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing signed by the member.
Unless otherwise provided in the articles of organization or operating agreement, a member is obligated to the 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 because of the member’s death or disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company required to be kept pursuant to this chapter, of the stated contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the articles of organization or operating agreement or applicable law.
Unless otherwise provided in the articles of organization or the operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, the creditor of a limited liability company, who extends credit or otherwise acts in reasonable reliance upon that obligation after the member has signed a writing that indicates the obligation and before the amendment or cancellation of the writing to indicate the compromise, may enforce the original obligation to the extent the creditor relied on the obligation when extending credit.
The articles of organization or operating agreement of a limited liability company may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalties or consequences may take the form of reducing the defaulting member’s proportionate membership interest in the limited liability company, subordinating the defaulting member’s interest in the limited liability company to that of the nondefaulting members, a forced sale of the defaulting member’s membership interest, the forfeiture of the defaulting member’s membership interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s membership interest by appraisal or by formula and redemption or sale of the defaulting member’s membership interest at such value, or other penalties or consequences.
s. 2, ch. 82-177; s. 21, ch. 93-284; s. 50, ch. 97-102; s. 1, ch. 99-315.