2021 New York Laws
LLC - Limited Liability Company Law
Article 5 - Contributions and Distributions
502 - Liability for Contributions.

§  502.  Liability  for  contributions.  (a) Except as provided in the
operating agreement, a member is  obligated  to  the  limited  liability
company  to  perform  any  promise  to contribute cash or property or to
perform services  that  is  otherwise  enforceable  in  accordance  with
applicable law, even if he or she is unable to perform because of death,
disability  or  any  other  reason.  Except as provided in the operating
agreement, if a member  does  not  make  any  required  contribution  of
property  or  services,  he  or  she  is  obligated at the option of the
limited liability company to contribute cash equal to  that  portion  of
the value, as stated in the records of the limited liability company, if
so  stated,  of  the  contribution  that  he  or  she  has not 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  operating
agreement or applicable law.
  (b) Unless otherwise provided in the operating agreement and except as
provided  in section six hundred five of this chapter, the obligation of
a member to make a contribution or to 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, a
creditor of a limited liability company who extends credit  in  reliance
on  the  obligation of any member may enforce the original obligation to
the extent he or she reasonably relied  on  such  obligation  after  the
member  signed  a writing which reflects the obligation and the creditor
extended credit before the compromise. A  conditional  obligation  of  a
member  to  make  a  contribution or return money or other property to a
limited liability company may not be enforced unless the  conditions  to
the  obligation  have  been satisfied or waived as to or by such member.
Conditional   obligations   include   contributions   payable   upon   a
discretionary  call  of a limited liability company or a member prior to
the time the call occurs.
  (c) The operating agreement may provide that the  membership  interest
of  any  member  who  fails  to  make any required contribution shall be
subject to specified consequences of such failure. Such consequences may
include, but are  not  limited  to,  reduction  or  elimination  of  the
defaulting  member's  interest, subordination of the defaulting member's
interest to  that  of  nondefaulting  members,  a  forced  sale  of  the
defaulting  member's  interest,  forfeiture  of  the defaulting member's
interest, the lending by the other members of the  amount  necessary  to
meet  the  defaulting  member's commitment, a fixing of the value of the
defaulting member's interest by appraisal or by formula  and  redemption
or sale of such member's interest at such value, or other consequences.