§ 48-234-101 — Contribution allowance agreements

(a) Agreements Permitted. Subject to any restrictions in the articles, an LLC may enter into contribution allowance agreements under the terms, provisions, and conditions, including the value being accorded such consideration called for in the contribution allowance agreement, fixed by the board of governors or the members by an action of the members or governors as required for the admission of a new member under § 48-232-102 and permitted under the articles or operating agreement. (b) Writing Required and Terms to Be Stated. A contribution allowance agreement must be in writing, and the writing must state in full, summarize, or incorporate by reference all the agreement's terms, provisions, and conditions. A contribution allowance agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors, if applicable, sufficient to admit a new member under the articles or operating agreement and § 48-232-102 . (c) Restrictions on Assignment. The rights of a party to a contribution allowance agreement may not be assigned in whole or in part to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or the operating agreement so permit, by the written consent of the members or the board of governors as required under § 48-232-101 and as permitted in the articles or operating agreement.

Legislative History

Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 45-47.