Oklahoma § 18-2024 - Performance of obligations - Compromise - Remedies for

§ 18-2024. Performance of obligations - Compromise - Remedies for

failure to perform.

A. 1. Except as otherwise provided in the articles of

organization or the operating agreement, a member is obligated to

the limited liability company to perform any written promise to

contribute cash or property or to perform services, even if he is

unable to perform because of death, disability or other reason.

2. If a member does not make the required contribution of

property or services, he is obligated, at the option of the limited

liability company, to contribute cash equal to that portion of

value, as stated in the operating agreement, of the stated

contribution that has not been made.

B. 1. The obligation of a member to make a contribution or

return money or other property paid or distributed in violation of

this act may be compromised only upon compliance with the operating

agreement, or, if the operating agreement does not so provide, with

the unanimous consent of the members.

2. A compromise shall not impair the right of any creditor to

enforce the obligation or to require the obligation to be enforced

if:

a.

such creditor relied upon the obligation and the

absence in the operating agreement of the limited

liability company's authority to compromise the

obligation, or

b.

a duty to the creditor was breached in the making of

the compromise.

C. An operating agreement may provide that the capital interest

of a member who fails to make any contribution or other payment that

the member is required to make shall be subject to specified

remedies for, or specified consequences of, the failure. The remedy

or consequence may take the form of reducing the defaulting member's

capital interest in the limited liability company, subordinating the

defaulting member's capital interest in the limited liability

company to that of the nondefaulting members, a forced sale of the

capital interest in the limited liability company, forfeiture of the

capital interest in the limited liability company, the lending by

the nondefaulting members of the amount necessary to meet the

commitment, a fixing of the value of the member's capital interest

in the limited liability company by appraisal or by formula and

Oklahoma Statutes - Title 18. Corporations

redemption and sale of the member's capital interest in the limited

liability company at that value, or other remedy or consequences.

Added by Laws 1992, c. 148, § 25, eff. Sept. 1, 1992. Amended by

Laws 1993, c. 366, § 14, eff. Sept. 1, 1993.