Drafting LLC Company Agreements: What Is A Capital Contribution? (2024)

By Vela Wood

I recently had a meeting with a client who wanted to make sure his initial investment in an Limited Liability Company was well documented by the LLC. One way to document the initial investment is in the LLC’s Company Agreement. This starting investment is also known as an initial Capital Contribution.

Capital Contribution can best be explained by first defining capital in the business context. Capital is defined as the cash or assets in an LLC (or any type of entity for that matter). Capital can include cash, accounts receivable, equipment, and even physical property.

Naturally, putting the words together, a capital contribution is a member’s contribution of assets, usually cash, into the LLC. Generally, the Company Agreement will have an exhibit or schedule attached that breaks down the ownership structure of the LLC. This exhibit or schedule will also list the capital contribution of each member of the LLC. The capital contribution for each member can fluctuate, and needs to be properly recorded in each member’s capital account balance.

You may be asking yourself, “Okay, that’s great, but what is the purpose of documenting the capital contribution?” Lucky for you, I have provided some reasons why documenting your capital contribution is important.

  1. The Texas Business Organizations Code (TBOC) states that a member’s liability is limited to the amount of his/her capital contribution. Thus, if you contribute $5,000 to the LLC and the LLC gets sued, your risk of loss is limited and can’t exceed the $5,000 you put in.
  2. If your LLC needs to obtain a loan from a bank, the bank will ask you (and they do!) how much and what has been invested into the LLC. A bank will refuse to give the LLC a loan if there is no collateral for the bank to fall back on.
  3. Potential investors usually ask how much and what has been contributed to the LLC. Without any documentation,investors find it difficultto determine whether to invest or not.
  4. The initial capital contribution provides a tax basis in the LLC for each member.

About the Author(s)

Vela Wood

Vela Wood is a boutique corporate law firm with a local feel and a global impact. We focus our practice in the areas of M&A, Private Equity, Fund Representation, and Venture Transactions.


Drafting LLC Company Agreements: What Is A Capital Contribution? (2024)

FAQs

Drafting LLC Company Agreements: What Is A Capital Contribution? ›

Capital contributions are the money or other assets members give to the LLC in exchange for ownership interest. Members fund the LLC with initial capital contributions—these are usually recorded in the operating agreement. Additional capital contributions can be made at any time later on.

What is capital contribution for LLC? ›

A capital contribution refers to the cash or property that owners provide to their business. LLC members typically make initial capital contributions when opening the business and may contribute more throughout the company's lifetime.

How much should I put for capital contribution LLC? ›

Your Capital Contribution should be equal (proportionate) to your Membership Interest. For example, if Bob and Jose each own 50% of their LLC, they will each contribute the same amount of money. For example, they can both contribute $500, $1,000, or $25,000. The amount doesn't matter, as long as it's the same.

What is a capital contribution to a company? ›

Cash or assets given to an entity in exchange for an equity interest or as part of an ongoing obligation, or capital commitment, to fund the entity.

What is the capital contribution agreement? ›

A capital contribution agreement is a contract between two or more parties that outlines the conditions of an investment made by one party into another. This legal document outlines how the funds will be used and who will benefit from it and what happens if any obligations are not met.

What are the examples of capital contributions for single member LLC? ›

There are three primary types of capital contributions: cash, property, and services. Cash contributions are pretty straightforward, as the member contributes a lump sum of money. Property contributions can include real estate, office space, equipment, or any type of property.

Are capital contributions to an LLC considered income? ›

Is Capital Contribution Taxable? Our tax laws say that most capital contributions are not taxable for the LLC owner or the LLC.

Are capital contributions necessary? ›

There is no legal requirement for members of an LLC to make capital contributions to the company. Many company's Operating Agreements assume that the members will contribute amounts that are proportionate to their ownership percentage.

How do you calculate capital contribution? ›

Contributed Capital Formula

It is calculated by subtracting retained earnings from total equity. read more is the par value of issued shares. The common stock of the company appears on its balance sheet below as common stock and preferred stock.

What is the minimum capital requirement for an LLC? ›

Limited liability company (LLC)

No minimum capital requirement.

What is the difference between contribution and capital contribution? ›

Business Law

Capital contributions are not considered business income unless given in the form of a loan. Contribution may also refer to a charitable contribution, which is money or assets given to a corporation organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes.

Is a capital contribution an asset or liability? ›

Contributed capital is an asset because it represents the resources that a company has received from its shareholders. The amount of contributed capital can be found on a company's balance sheet.

What is the initial capital contribution on the operating agreement? ›

An Initial Capital Stock Contribution is a specific amount of money you noted on your Operating Agreement that you as a shareholder in your LLC with S Corp tax formation would 'contribute' to get the business up and running.

How do I document contributions to an LLC? ›

The following information should be recorded in your Operating Agreement:
  1. Name, address, and SSN/EIN of the member and LLC.
  2. Description of asset.
  3. Value of asset.
  4. Date of contribution.
  5. Ownership percentage received.
  6. All liabilities assumed with the asset.
  7. Written transfer document (if applicable)

Is a capital contribution taxable? ›

The IRS permits tax free capital contributions of non-cash assets as long as the value of the asset equals the value of the equity received in exchanged. If the value of the asset is less than the value of the equity received, the excess amount may be a taxable gain.

What is the minimum capital for an LLC? ›

Limited liability company (LLC)

No minimum capital requirement.

Can you withdraw capital contribution? ›

Except as specifically provided in this Agreement or as required by law or as determined in the sole discretion of the Managers, no Member shall have the right to withdraw or reduce its contributions to the capital of the Company until the termination of the Company.

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