The Florida Senate

608.4211  Contributions to capital and liability for contribution.--

(1)  The contribution of a member may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(2)  A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing signed by the member.

(3)  Except as provided in the regulations, 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 he or she is unable to perform because of his or her death or disability or any other reason. If a member does not make the 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 required to be kept pursuant to this chapter, of the stated contribution that has not been made.

(4)  Unless otherwise provided in the articles of organization or the regulations, the obligation of a member to make a contribution or 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, the creditor of a limited liability company, who extends credit or otherwise acts in reliance upon that obligation after the member has signed a writing that indicates the obligation and before the amendment or cancellation of the writing to indicate the compromise, may enforce the original obligation.

(5)  The regulations of a limited liability company may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalties or consequences may take the form of reducing the defaulting member's proportionate interest in the limited liability company, subordinating his or her interest in the limited liability company to that of the nondefaulting members, a forced sale of the defaulting member's limited liability company interest, the forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet his or her commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the defaulting member's limited liability company interest at such value, or other penalties or consequences.

History.--s. 2, ch. 82-177; s. 21, ch. 93-284; s. 50, ch. 97-102.