Okla. Stat. tit. 18, § 18-2024
This is the official text of Okla. Stat. tit. 18, § 18-2024, part of Oklahoma’s Stat. tit. 18, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 18,." Browse the sections below, each linked to its official government source.
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Performance of obligations - Compromise - Remedies for
Official statutory text
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 Page 559
redemption and sale of the member's capital interest in the limited
liability company at that value, or other remedy or consequences.
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 Page 559
redemption and sale of the member's capital interest in the limited
liability company at that value, or other remedy or consequences.
Status: in_force · Read it on the official government site
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