A promise of a member to contribute property to the LLC is enforceable. It’s an enforceable promise if in writing and signed by the member. This can provide an advantage when facing a lack of planning and assets that are immediately exposed. The Alaska LLC can serve as a friendly creditor. Furthermore, you have an option to pay the creditor of your choice, as long as one of the creditors is NOT the IRS. Once the Alaska LLC files liens against your assets, it is the creditor of first priority. You shifted the value of the assets to the LLC in exchange for an interest in the LLC.
Sleeper/Lazy Asset Protection: Form the Alaska LLC and sign the promissory note indenting yourself to the company. Make certain that the promissory note is notarized. If sued, simply allow the Alaska LLC to file the lien against your assets to perfect the debt. The LLC then shows up on public record as a creditor. A hostile creditor, seeking to collect on a judgment, will have difficulty contesting the lien for the following reasons:
- The promissory note preceded the conflict with the hostile creditor.
- The Alaska LLC is a co-creditor.
- You choose which creditor to pay first.
Example: You commit, in writing, to contribute assets to the LLC. The LLC has a right to enforce the contribution, even if you’re facing litigation in an unrelated matter. A promissory note indenting yourself to the LLC is a contribution to the LLC in exchange for the member interest. And the LLC has a right to enforce that contribution to make certain that you follow through. This means the Alaska LLC serves as a “friendly creditor.”
Sec. 10.50.280. Liability for contributions.
(a) Notwithstanding AS 09.25.010 – 09.25.020, a promise by a member of a limited liability company to contribute property or services to the company is not enforceable unless the promise is stated in a writing signed by the member.
(b) Unless otherwise provided in an operating agreement of the company, a member of a limited liability company is liable for performing an enforceable promise made to the company to contribute property or services, even if the member is unable to perform because of death, disability, or another reason.
Sec. 10.50.285. Compromise of contribution obligation.
Unless otherwise provided in an operating agreement of the company, the obligation of a member to make a contribution to a limited liability company may not be compromised, unless all of the other members consent to the compromise.