2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 4A-502 - Liability for capital contribution


MD Corp & Assn Code § 4A-502 (2013) What's This?

(a) Required contribution. --

(1) Unless otherwise agreed, a member is obligated to the limited liability company to perform any promises set forth in the articles of organization or operating agreement to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or other reason.

(2) 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 the value of that portion of the capital contribution that has not been made.

(b) Compromise of obligation. --

(1) The obligation of a member to make a capital contribution or return money or other property paid or distributed in violation of this title may be compromised only:

(i) In compliance with the operating agreement; or

(ii) If the operating agreement does not so provide, with the unanimous consent of the members.

(2) Any compromise does not affect the rights, if any, of any creditor of a limited liability company to enforce the obligation or to require the obligation to be enforced.

(c) Remedies. --

(1) An operating agreement may provide that a member who fails to make any capital contribution or other payment that the member is required to make shall be subject to specified remedies for, or specified consequences of, the failure.

(2) The remedy or consequence may take the form of:

(i) Reduction of the defaulting member's membership interest in the limited liability company;

(ii) Subordination of the defaulting member's membership interest in the limited liability company to that of the nondefaulting members;

(iii) A forced sale of the defaulting member's membership interest in the limited liability company;

(iv) Forfeiture of the defaulting member's membership interest in the limited liability company;

(v) A loan by the nondefaulting members of the amount necessary to meet the commitment;

(vi) A determination of the value of the member's membership interest in the limited liability company by appraisal or by formula and redemption and sale of the defaulting member's membership interest in the limited liability company at that value; or

(vii) Any other remedy or consequences.

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