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

July 24, 2013|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 what your Florida LLC members offer in exchange for an ownership percentage of the company. A capital contribution can be monetary, such as a $5,000 investment, or any other tangible asset, such as real estate and property. Intellectual property and services are also capital contributions.

What is a capital contribution in an 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? ›

Ultimately, how much you contribute to your SMLLC is up to you. That said, you should contribute enough to cover your projected business start-up expenses. For many small businesses, this might just be a few hundred dollars. But if you want to put several thousand dollars (or more) into the LLC, you can do so.

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 examples of capital contributions? ›

For example, an owner might take out a loan and use the proceeds to make a capital contribution to the company. Businesses can also receive capital contributions in the form of non-cash assets such as buildings and equipment. These scenarios are all types of capital contributions and increase owners' equity.

What is a capital contribution in a business plan? ›

The capital contribution is the initial amount that the owners/members give to the company from their personal funds. It can be in the form of cash, property, or even services (sometimes called sweat equity). These contributions are put into the company's bank account to fund the initial operations of the company.

Can I write off capital contributions to my LLC? ›

Unfortunately, capital contributions are not tax deductible when it comes to contributions toward an LLC.

Does capital contribution count as income? ›

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.

How to calculate capital contribution? ›

This formula (contributed capital = common stock + additional paid-in capital) encapsulates the essence of shareholder investment, merging the foundational elements of common stock and additional paid-in capital into a comprehensive measure of financial support investors provide.

Does capital contribution have to be money? ›

If your capital contribution will be in the form of cash, making the contribution is generally as easy as making out a check from your personal funds to the LLC. Capital contributions, however, also can be in the form of property or services.

Does a capital contribution have to be paid back? ›

Repayment Obligations: Typically, capital contributions are not expected to be repaid to the contributing member—unless the operating agreement specifies otherwise. Even if the agreement does, however, it's often under specific conditions like the dissolution of the LLC.

What is owner's capital contribution? ›

The owner's capital contribution is the total value of the cash and assets contributed. The capital contribution amount is factored into the owner's equity as well as the amount that the owner would get out of the company should it be sold or liquidated.

What is an LLC capital contribution? ›

California LLC capital contributions are what the members of your limited liability company offer in exchange for an ownership percentage of the company. LLC capital contributions can be monetary, or they can be other tangible assets (property, real estate, etc.).

How to fill out a capital contribution agreement? ›

Contents
  1. Define the parties involved in the agreement and their respective roles.
  2. Identify the purpose of the agreement, including the capital contribution amount and any related terms and conditions.
  3. Detail any applicable taxes, fees, or charges related to the agreement.
Mar 23, 2023

What is the benefit of capital contribution? ›

A capital contribution is the financing of a company (individual or partnership) by the business owner themselves, or by the company's shareholders from their personal assets. There are no direct advantages for the depositors.

How does a capital account work in an LLC? ›

A capital account is used in accounting to record individual ownership rights of the owners of a company. The capital account is recorded on the balance sheet and is composed of the following items: Owner's capital contributions made when creating the company or following the creation, as required by the business.

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