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Illinois Statutes Chapter 805. Business Organizations § 180/20-5. Member's liability for contributions

Current as of January 01, 2025 | Updated by Findlaw Staff

§ 20-5. Member's liability for contributions.

(a) (Blank).

(b) (Blank).

(c) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, dissolution, 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 company to contribute money equal to the value of that portion of the required contribution which has not been made. The foregoing option does not limit the availability of any remedy provided for in the operating agreement or under law, including specific performance.

(d) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (c), and without notice of any compromise under subdivision (4) of subsection (d) of Section 15-1, may enforce the original obligation.

(e) Subject to Sections 1-43 and 15-5, the operating agreement may provide that the interest of any member that fails to make any contribution that the member is required to make will be subject to specified remedies for, or specified consequences of, the failure. The specified remedies or consequences may include, without limitation:

(1) Loss of voting, approval, or other rights.

(2) Loss of the member's ability to participate in the management or operations of the limited liability company.

(3) Liquidated damages.

(4) Diluting, reducing, or eliminating the defaulting member's proportionate interest in the company.

(5) Subordinating the defaulting member's right to receive distributions to that of the nondefaulting members.

(6) Permitting the forced sale of the defaulting member's interest in the company.

(7) Permitting one or more nondefaulting members to lend the amount necessary to meet the defaulting member's commitment.

(8) Adjusting the interest rates or other rates of return, preferred, priority or otherwise, with respect to contributions by or capital accounts of the nondefaulting members.

(9) Fixing the value of the defaulting member's interest by appraisal or formula and the redemption or sale of the defaulting member's interest at that value.

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Cite this article: FindLaw.com - Illinois Statutes Chapter 805. Business Organizations § 180/20-5. Member's liability for contributions - last updated January 01, 2025 | https://codes.findlaw.com/il/chapter-805-business-organizations/il-st-sect-805-180-20-5/

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