Delaware Clauses Relating to Capital Calls, also known as capital call provisions, are contractual provisions included in the bylaws or operating agreements of Delaware limited liability companies (LCS). These clauses outline the procedures and obligations that govern the process of issuing capital calls to the members of an LLC. Capital calls are requests made by the company to its members for additional capital contributions. There are primarily three types of Delaware Clauses Relating to Capital Calls: 1. Standard Capital Call Provision: This type of clause defines the circumstances under which the company may issue a capital call. It outlines the triggers that necessitate the need for additional capital, such as funding new projects, expanding operations, acquiring assets, or meeting financial obligations. The clause specifies the required notice period, the amount or percentage of capital to be contributed, and the due date for contributions. 2. Limited Member Liability Provision: This clause addresses the liability of limited members who fail to respond to a capital call. It may include provisions that impose consequences for non-compliance, such as penalties, reduction in voting rights, or potential loss of membership interests. This provision ensures that the burden of meeting capital requirements is shared equitably among members. 3. Remedies and Enforcement: This type of clause focuses on the enforcement mechanisms available to the company in case of non-compliance with a capital call. It describes the available remedies, which may include the company's right to enforce contributions through legal action, the power to withhold distributions or dividends from non-compliant members, or the authority to transfer the non-compliant member's interest to cover their unpaid capital contribution. These Delaware Clauses Relating to Capital Calls aim to provide clear guidelines and structure for financing the LLC's operations and growth. By establishing predictable procedures and consequences for non-compliance, these clauses ensure that the company can effectively raise capital when needed, thereby safeguarding the interests of all members and the success of the business.
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