48-233-101 - Contribution agreements. - Tennessee Statutes

48-233-101. Contribution agreements.

(a)  Signed Writing. 

     (1)  A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor.

     (2)  A contribution agreement made after the formation of the LLC is not enforceable against the LLC unless it is approved by the required members or the board of governors sufficient to admit a new member under the articles or operating agreement and § 48-232-102.

     (3)  If the consideration to be contributed to the LLC for the membership interest is other than money, the contribution agreement shall state the value being accorded such consideration.

(b)  Irrevocable Period.  A contribution agreement is irrevocable for a period of six (6) months, unless the contribution agreement provides for, or unless all other prospective contributors who are a party to a contribution agreement consent to, a different duration.

(c)  Current and Deferred Payment.  A contribution agreement, whether made before or after the formation of an LLC, must be paid or performed in full at the time or times, or in the installments, if any, specified in the contribution agreement. In the absence of a provision in the contribution agreement specifying the time at which the contribution is to be paid or performed, the contribution must be paid or performed at the time or times determined by the members or the board of governors. If a call is made for payment or performance of contributions, the contributions must be uniform for all membership interests of the same class or for all membership interests of the same series.

(d)  Restrictions on Assignment.  The rights of a party to a contribution agreement may not be assigned, in whole or in part, to a person who was not a member or a party to a contribution agreement or a party to a contribution allowance agreement at the time of the assignment, unless all the members approve the assignment by unanimous written consent or, if the articles or operating agreement so permit, by the written consent of the members or governors sufficient to approve the admission of a new member under the articles or operating agreement and in accordance with § 48-232-102.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 41-44; 1999, ch. 455, § 17.]