Section 29. (a) The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. If an operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value as stated in the records of the limited liability company of the contributions of each member to the extent they have been received by the limited liability company and have not been returned.
(b) For purposes of this chapter, a member receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited liability company below the value, as set forth in the records required to be kept under this chapter, of his contribution which has not been distributed to him.
Notes of Decisions
Cited in
3
cases, 2010–2020 · leading case:
Williams v. Charles, 996 N.E.2d 475 (Mass. App. Ct. 2013).
Williams v. Charles, 996 N.E.2d 475 (Mass. App. Ct. 2013).
· cites it 4× “We therefore look to G. L. c. 156C, § 29, to explain the calculation of the percentages of members with unretumed contributions.”
Braunstein v. McCabe (In Re McCabe Grp.), 424 B.R. 1 (Bankr. D. Mass. 2010).
“See Mass. Gen. Laws ch. 156C, § 22 ("Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited…”
JT IP Holding, LLC v. Florence (D. Mass. 2020).
“We therefore look to G.L. c. 156C, § 29, to explain the calculation of the percentages of members with unreturned contributions.”
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