Texas Business Organizations Code
Sec. § 101.153
Failure to Perform Enforceable Promise; Consequences


A member of a limited liability company, or the member’s legal representative or successor, who does not perform an enforceable promise to make a contribution, including a previously made contribution, or to otherwise pay cash or transfer property to the company, is obligated, at the request of the company, to pay in cash the agreed value of the contribution, as stated in the company agreement or the company’s records required under Sections 3.151 (Books and Records for All Filing Entities) and 101.501 (Supplemental Records Required for Limited Liability Companies), less:


any amount already paid for the contribution; and


the value of any property already transferred.


The company agreement of a limited liability company may provide that the membership interest of a member who fails to perform an enforceable promise to make a payment of cash or transfer property to the company, whether as a contribution or in connection with a contribution already made, may be:




subordinated to other membership interests of nondefaulting members;


redeemed or sold at a value determined by appraisal or other formula; or


made the subject of:


a forced sale;




a loan from other members of the company in an amount necessary to satisfy the enforceable promise; or


another penalty or consequence.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Last accessed
Oct. 14, 2020