Capital Contribution
(Promissory Note) (NY LLC)

Summary

This is a template for a promissory note that can be used by a member of a limited liability company (LLC) to make a capital contribution to the LLC. This template may be tailored to suit each transaction. This template includes practical guidance and drafting notes. This promissory note is being provided by a member of an LLC to make his or her capital contribution to the company. New York's Limited Liability Company Law (LLCL) permits a member to make a capital contribution in the form of a promissory note, as well as by a cash payment or by providing the LLC with property or services. Unless the LLC's operating agreement provides otherwise, a member is obligated to the LLC to perform any promise to the company to contribute cash or property, or to perform services that is otherwise enforceable in accordance with the law, even if such member is unable to perform due to his or her death, disability, or any other reason. N.Y. Ltd. Liab. Co. Law § 502(a). For additional information about formation and qualification for a New York limited liability company, see Formation and Qualification (NY LLC). For a full listing of content relating to promissory notes for use in various practice areas, see Promissory Notes Resource Kit (Small to Mid-Sized Law).