Limited Liability Companies
Liability for contributions
(1)A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing and signed by the member.
(2)Except as provided in the articles of organization or any 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 death, disability or any other reason.
(3)If a member does not make a required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the portion of the value of the contribution, as stated in the limited liability company records required to be kept pursuant to ORS 63.771 (Limited liability company records), that has not been made.
(4)Unless otherwise provided in the articles of organization or any operating agreement, the obligation of a member to make a contribution may be compromised only by consent of all members. Notwithstanding the compromise, a creditor of the limited liability company may enforce the original obligation if the creditor acted in reliance on that obligation before the amendment or cancellation of the obligation to reflect the compromise. [1993 c.173 §37]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)