CHAPTER 25-4
FINANCE

25-4-1 Contributions.

(A)    An Owner’s contributions to an LLC may consist of cash, property, or services rendered, or promissory notes or other written obligations to provide cash or property or to perform services.

(B)    The value of an Owner’s contribution shall be determined in the manner provided in the Operating Agreement. If the Operating Agreement does not fix a value to a contribution, the value of a contribution shall be approved by a Majority in Interest of the Owners, shall be properly reflected in the records and information kept by the LLC under Section 25-3-5(A). The value of contributions so determined shall be binding and conclusive on the LLC and its Owners.

25-4-2 Liability for Contribution.

(A)    An obligation of an Owner to provide cash or property or to perform services as a contribution to an LLC is not enforceable unless specified in a writing signed by the Owner.

(B)    Unless otherwise provided in the Operating Agreement, an Owner is obligated to an LLC to perform any enforceable promise to provide cash or property or to perform services, even if the Owner is unable to perform because death, disability, or any other reason. If an Owner does not provide cash, property, or services as promised, the Owner is obligated at the option of the LLC to provide cash equal to that portion of the value of the stated contribution that has not been fulfilled.

(C)    Unless otherwise provided in the Operating Agreement, an Owner’s obligation to provide cash or property or perform services as a contribution to the LLC may be compromised only by the written consent of all of the Owners.

25-4-3 Allocation of Profits and Losses.

The profits and losses of an LLC shall be allocated among the Owners in the manner provided in the Operating Agreement. If the Owners do not enter into an Operating Agreement or the Operating Agreement does not provide otherwise, profits and losses shall be allocated on the basis of value of the contributions made by each Owner.