Tex. Bus. Orgs. Code § 101.153 · Subchapter D. CONTRIBUTIONS
FAILURE TO PERFORM ENFORCEABLE PROMISE; CONSEQUENCES.
Text — Current through the 89th 2nd Called Legislative Session, 2025
(a) 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 and 101.501, less:
(1) any amount already paid for the contribution; and
(2) the value of any property already transferred.
(b) 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:
(1) reduced;
(2) subordinated to other membership interests of nondefaulting members;
(3) redeemed or sold at a value determined by appraisal or other formula; or
(4) made the subject of:
(A) a forced sale;
(B) forfeiture;
(C) a loan from other members of the company in an amount necessary to satisfy the enforceable promise; or
(D) another penalty or consequence.
Notes and commentary — not statutory text
History
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Source of truth
- Edition
- Current through the 89th 2nd Called Legislative Session, 2025
- Official file
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm
- Text hash
- sha256 65f408a289a3431897fe2d649297e1ec1d856e6f3fa45cad2b108fbc2661b077
- Composed by
- compose_tx.py 2026-10-05: the Legislative Council's chapter files read in document order; verify_tx.py's independent reading (lxml DOM walk) agrees character for character
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