(a)  A promise by a member to make a capital contribution to the limited liability company is not enforceable unless set out in a writing signed by the member.

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Terms Used In Rhode Island General Laws 7-16-25

  • Capital contribution: means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in his or her capacity as a member. See Rhode Island General Laws 7-16-2
  • Member: means a person with an ownership interest in a limited liability company with the rights and obligations specified under this chapter. See Rhode Island General Laws 7-16-2
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means any agreement, written or oral, of the members as to the affairs of a limited liability company and the conduct of its business. See Rhode Island General Laws 7-16-2

(b)  Except as provided in the operating agreement, a member’s obligation to make his or her capital contribution is not excused because of death, disability or other reason.

(c)  If a member does not make a capital contribution of property or services as and when promised, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the value of the capital contribution that has not been made.

(d)(1)  Unless otherwise provided in the operating agreement, the obligation of a member to make a capital contribution may be compromised only with the unanimous consent of the members.

(2)  Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the compromise may enforce the original obligation.

History of Section.
P.L. 1992, ch. 280, § 1.