Guam § 15113 - (B). Obligation of Member to Contribute Cash or

§ 15113. (B). Obligation of Member to Contribute Cash or

Property or to Perform Services; Failure of Member to

Make Contribution; Enforcement of Obligation.

(a)(1) Subject to the terms of the articles of organization or

the operating agreement, a member is not excused from an

obligation to the limited liability company to perform any

promise to contribute cash or property or to perform

services because of death, disability, dissolution, or any

other reason.

(2) If a member does not make the required contribu-

tion of property or services, that member is obligated, at the

option of the limited liability company, to contribute cash

equal to that portion of the fair market value (or agreed

value if stated in writing and signed by the limited liability

company and the member) of the contribution that has not

been made. The foregoing option shall be in addition to, and

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not in lieu of, any other rights, including the right to specific

performance, that the limited liability company may have

against the member under the articles of organization,

operating agreement, or applicable law.

(3) An operating agreement may provide that the

interest of a member who fails to make any contribution or

other payment that the member is required to make shall be

subject to specific remedies for, or specific consequences

of, the failure. Any such provision shall be enforceable in

accordance with its terms unless the member seeking to

invalidate the provision establishes that the provision was

unreasonable under the circumstances existing at the time

the agreement was made. The specific remedies or

consequences may include: loss of voting, loss of approval

or other rights, loss of the ability by the member to actively

participate in the management and operations of the limited

liability company, liquidated damages, and a reduction of

the defaulting member's economic rights. The reduction of

the defaulting member's economic rights may include one

or more provisions:

(A) Diluting, reducing, or eliminating the default-

ing member's proportionate interest in the limited

liability company.

(B) Subordinating the defaulting member's

interest in the limited liability company to that of non-

defaulting members.

(C) Permitting a forced sale of the membership

interest.

(D) Permitting the lending or contribution by

other members of the amount necessary to meet the

defaulting member's commitment.

(E) Providing for the adjustment of interest rates

or other rates of return, preferred, priority, or

otherwise, with respect to contributions by or capital

accounts of the other members.

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(F) Providing for a fixing of the value of the

defaulting member's interest in the limited liability

company by appraisal or by formula and redemption or

sale of the defaulting member's interest in the limited

liability company at a percentage of that value.

(b)(1) Unless otherwise provided in the articles of

organization or the operating agreement, the obligation of a

member to make a contribution or return money or property

paid or distributed in violation of this article shall be

compromised only by the unanimous vote of the members.

(2) Notwithstanding the compromise of an obligation

referred to in paragraph (1), a person whose claim against a

limited liability company arises before the receipt of notice

of the compromise may enforce the original obligation of a

member to make a contribution to the limited liability

company or to return a distribution if the person had

knowledge of the original obligation prior to the time the

claim arose and if the compromise occurred after the time

the claim arose. Any other person with a claim against a

limited liability company may enforce only the existing

obligation of a member to make a contribution to the limited

liability company or to return to the limited liability com-

pany money or other property paid or distributed.

(c) A person with a claim against a limited liability

company may not enforce a conditional obligation of a member

unless the conditions have been satisfied or waived. Conditional

obligations include, without limitation, a capital contribution

payable upon a discretionary call of the limited liability company

prior to the time the call occurs.

(d) Nothing in this section shall be construed to affect the

rights of third-party creditors of the limited liability company to

seek equitable remedies or any rights existing under Guam law.