Title 7
Corporations, Associations, and Partnerships

Chapter 16
The Rhode Island Limited Liability Company Act

R.I. Gen. Laws § 7-16-25

§ 7-16-25. Liability for contribution.

(a) A promise by a member to make a capital contribution to the limited liability company is not enforceable unless set out in a writing signed by the member.

(b) Except as provided in the operating agreement, a member’s obligation to make his or her capital contribution is not excused because of death, disability or other reason.

(c) If a member does not make a capital contribution of property or services as and when promised, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the value of the capital contribution that has not been made.

(d)(1) Unless otherwise provided in the operating agreement, the obligation of a member to make a capital contribution may be compromised only with the unanimous consent of the members.

(2) Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the compromise may enforce the original obligation.

History of Section.
P.L. 1992, ch. 280, § 1.