NRS
86.391 Liability of member to company.
1. A member is liable to a
limited-liability company:
(a) For a difference between the member’s
contributions to capital as actually made and as stated in the articles of
organization or operating agreement as having been made; and
(b) For any unpaid contribution to capital which
the member agreed in the articles of organization or operating agreement to
make in the future at the time and on the conditions stated in the articles of
organization or operating agreement.
2. A member holds as trustee for the
company specific property stated in the articles of organization or operating
agreement as contributed by the member, but which was not so contributed.
3. The liabilities of a member as set out
in this section can be waived or compromised only by the consent of all of the
members, but a waiver or compromise does not affect the right of a creditor of
the company to enforce the liabilities if the creditor extended credit or the
creditor’s claim arose before the effective date of an amendment of the
articles of organization or operating agreement effecting the waiver or
compromise.
(Added to NRS by 1991,
1301; A 1997,
721; 2001,
1393, 3199)
Notes of Decisions
Plyam v. Precision Dev., LLC (In re Plyam), 530 B.R. 456 (B.A.P. 9th Cir. 2015).
· cites it 3× “One exception — NRS § 86.391 — provides that “[a] member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by the member, but which was not so contributed.”
JPMorgan Chase Bank, N.A. v. KB Home, 632 F. Supp. 2d 1013 (D. Nev. 2009).
· cites it 4× “However, these liabilities can be waived “by the consent of all of the members.” Id. § 86.391(3). Further, a limited liability company may adopt an operating agreement by the unanimous consent of the members.”
Kaufman, III v. Hlk, LLC, No. 59797 (Nev. Sept. 12, 2013).
· cites it 4× “321 provides that the contribution to capital may be in a form other than cash, such as a promise to perform, and that the failure to make a contribution only creates a liability for that amount to the LLC under NRS 86.391. Accordingly, the district court erred in finding that…”
Nev. Rev. Stat. § 86.391(1): 1 case
JPMorgan Chase Bank, N.A. v. KB Home, 632 F. Supp. 2d 1013 (D. Nev. 2009).
“However, these liabilities can be waived “by the consent of all of the members.” Id. § 86.391(3). Further, a limited liability company may adopt an operating agreement by the unanimous consent of the members.”
Nev. Rev. Stat. § 86.391(1)(a): 1 case
Kaufman, III v. Hlk, LLC, No. 59797 (Nev. Sept. 12, 2013).
“321 provides that the contribution to capital may be in a form other than cash, such as a promise to perform, and that the failure to make a contribution only creates a liability for that amount to the LLC under NRS 86.391. Accordingly, the district court erred in finding that…”
Nev. Rev. Stat. § 86.391(2): 2 cases
Plyam v. Precision Dev., LLC (In re Plyam), 530 B.R. 456 (B.A.P. 9th Cir. 2015).
“One exception — NRS § 86.391 — provides that “[a] member holds as trustee for the company specific property stated in the articles of organization or operating agreement as contributed by the member, but which was not so contributed.”
JPMorgan Chase Bank, N.A. v. KB Home, 632 F. Supp. 2d 1013 (D. Nev. 2009).
“However, these liabilities can be waived “by the consent of all of the members.” Id. § 86.391(3). Further, a limited liability company may adopt an operating agreement by the unanimous consent of the members.”
Nev. Rev. Stat. § 86.391(3): 1 case
JPMorgan Chase Bank, N.A. v. KB Home, 632 F. Supp. 2d 1013 (D. Nev. 2009).
“However, these liabilities can be waived “by the consent of all of the members.” Id. § 86.391(3). Further, a limited liability company may adopt an operating agreement by the unanimous consent of the members.”
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