☰ Revisor of Missouri

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 01 Dec 1993, see footnote bottom

  347.099.  Promises for contribution to be in writing — performance of promise, remedy — cause of action. — 1.  No promise by a member to make a contribution to the limited liability company is enforceable unless set out in a writing signed by the member.

  2.  Except as provided in the operating agreement, a member or, in the case of a deceased member, that member's personal representative, is obligated to the limited liability company to perform any promise to make a contribution, including a promise to render services, even if the member is unable to perform because of death, disability or any other reason.  If a member does not make the required contribution, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value, as stated in the operating agreement or the records required to be kept pursuant to section 347.091, of that portion of the promised contribution that has not been 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 or other members may have against such member under the operating agreement or applicable law.

  3.  A member's obligation to make a contribution shall not be enforceable by a third-party creditor of the limited liability company or any other member unless the member so obligated to make such contribution has specifically agreed or consented to such enforcement or the limited liability company has assigned such member's obligation to the creditor or creditors seeking to enforce the obligation.

  4.  Upon the failure of a member to make a promised contribution when due, the limited liability company may enforce such member's obligation by appropriate legal action for damages for breach of contract or for specific performance, and the limited liability company and other members may exercise and enforce such additional rights and remedies as may be provided under the operating agreement in the event of any such failure, subject to the applicable law regarding the enforcement of contracts.

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(L. 1993 S.B. 66 & 20 § 359.755)

Effective 12-01-93


---- end of effective   01 Dec 1993 ----

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