14 Withdrawal or reduction of members’ contributions to capital
(1) A member shall not receive out of the property of a limited liability company any part of his contribution to capital unless-
(a) all liabilities of the limited liability company, except liabilities to members on account of their contributions to capital, have been paid or there remains property of the limited liability company sufficient to pay them;
(b) the consent of all members is had, unless the return of the contribution to capital may be rightfully demanded as provided in this Act; and
[Para (b) amended by Limited Liability Companies and Financial Supervision (Amendment) Act 1999 s 1.]
(c) the articles of organisation permit the withdrawal or reduction.
(2) Subject to the provisions of subsection (1), a member may demand the return of his contribution-
(a) on the dissolution of the limited liability company; or
(b) unless otherwise prohibited or restricted in the operating agreement, after the member has given all other members of the limited liability company prior notice in writing in conformity with the operating agreement.
(3) If the operating agreement does not prohibit or restrict the right to demand the return of capital and no notice period is specified, a member making the demand must give 6 months prior notice in writing.
(4) In the absence of a statement in the articles of organisation to the contrary or the consent of all members of the limited liability company, a member, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contribution to capital.
(5) A member of a limited liability company may have the limited liability company dissolved and its affairs wound up when-
(a) the member rightfully but unsuccessfully has demanded the return of his contribution; or
(b) the other liabilities of the limited liability company have not been paid, or the property of the limited liability company is insufficient for their payment and the member would otherwise be entitled to the return of his contribution.