Title 30, CORPORATIONS

30-25-105. OPERATING AGREEMENT -- SCOPE -- FUNCTION -- LIMITATIONS. (a) Except as otherwise provided in subsections (c) and (d) of this section, the operating agreement governs: (1) Relations among the members as members and between the members and the limited liability company; …

30-25-106. OPERATING AGREEMENT -- EFFECT ON LIMITED LIABILITY COMPANY AND PERSON BECOMING MEMBER -- PREFORMATION AGREEMENT. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operatin…

30-25-107. OPERATING AGREEMENT -- EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfac…

30-25-108. NATURE, PURPOSE AND DURATION OF LIMITED LIABILITY COMPANY. (a) A limited liability company is an entity distinct from its member or members. (b) A limited liability company may have any lawful purpose. (c) A limited liability company has perpetual duration.

30-25-109. POWERS. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

30-25-110. APPLICATION TO EXISTING RELATIONSHIPS. (a) Before July 1, 2017, this chapter governs only: (1) A limited liability company formed on or after July 1, 2015; and (2) Except as otherwise provided in subsection (c) of this section, a limited liability company formed before…

30-25-111. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter: (1) Delivery of record - section 30-21-104, Idaho Code. (2) Permitted names - section 30-21-301, Idaho Code. (3) Reservation of name - section 30-21-303, Idaho Code. (4) Registra…

30-25-201. FORMATION OF LIMITED LIABILITY COMPANY -- CERTIFICATE OF ORGANIZATION. (a) One (1) or more persons may act as organizers to form a limited liability company by delivering to the secretary of state for filing a certificate of organization. (b) A certificate of organizat…

30-25-202. AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION. (a) A certificate of organization may be amended or restated at any time. (b) To amend its certificate of organization, a limited liability company must deliver to the secretary of state for filing an amendment s…

30-25-203. SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE. (a) A record delivered to the secretary of state for filing pursuant to this act must be signed as follows: (1) Except as otherwise provided in paragraphs (2) and (3) of this subsection, a record sign…

30-25-204. LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this act and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recove…

30-25-205. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter: (1) Signing and filing pursuant to judicial order - section 30-21-210, Idaho Code. (2) Filing requirements - section 30-21-201, Idaho Code. (3) Effective date and time - section …

30-25-301. NO AGENCY POWER OF MEMBER AS MEMBER. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liabilit…

30-25-302. STATEMENT OF AUTHORITY. (a) A limited liability company may deliver to the secretary of state for filing a statement of authority. The statement: (1) Must include the name of the company and the information required by section 30-21-404(a), Idaho Code; (2) With respect…

30-25-303. STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that: (1) Provides the name of the limited liability company and the caption of the statement of …

30-25-304. LIABILITY OF MEMBERS AND MANAGERS. (a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution …

30-25-401. BECOMING MEMBER. (a) If a limited liability company is to have only one (1) member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If differ…

30-25-402. FORM OF CONTRIBUTION. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.

30-25-403. LIABILITY FOR CONTRIBUTIONS. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make …

30-25-404. SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply …

30-25-405. LIMITATIONS ON DISTRIBUTIONS. (a) A limited liability company may not make a distribution, including a distribution under section 30-25-707, Idaho Code, if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary cou…

30-25-406. LIABILITY FOR IMPROPER DISTRIBUTIONS. (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of…

30-25-407. MANAGEMENT OF LIMITED LIABILITY COMPANY. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) Expressly provides that: (A) The company is or will be "manager-managed"; (B) The company is or will be "managed b…

30-25-408. REIMBURSEMENT -- INDEMNIFICATION -- ADVANCEMENT AND INSURANCE. (a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or manager in the course of the member's o…

30-25-409. STANDARDS OF CONDUCT FOR MEMBERS AND MANAGERS. (a) A member of a member-managed limited liability company owes to the company and, subject to section 30-25-801, Idaho Code, the other members the duties of loyalty and care stated in subsections (b) and (c) of this secti…

30-25-410. RIGHTS TO INFORMATION OF MEMBER, MANAGER AND PERSON DISSOCIATED AS MEMBER. (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location spec…

30-25-501. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.

30-25-502. TRANSFER OF TRANSFERABLE INTEREST. (a) Subject to section 30-25-503(f), Idaho Code, a transfer, in whole or in part, of a transferable interest: (1) Is permissible, except the transfer of a transferable interest in a professional entity is not permissible without compl…

30-25-503. CHARGING ORDER. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in subsection (f) o…

30-25-504. POWER OF LEGAL REPRESENTATIVE OF DECEASED MEMBER. If a member dies, the deceased member's legal representative may exercise: (1) The rights of a transferee provided in section 30-25-502(c), Idaho Code; and (2) For the purposes of settling the estate, the rights the dec…

30-25-601. POWER TO DISSOCIATE AS MEMBER -- WRONGFUL DISSOCIATION. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 30-25-602(1), Idaho Code. (b) A person's dissociation as a membe…

30-25-602. EVENTS CAUSING DISSOCIATION. A person is dissociated as a member when: (1) The limited liability company knows or has notice of the person's express will to withdraw as a member, but, if the person has specified a withdrawal date later than the date the company had kno…

30-25-603. EFFECT OF DISSOCIATION. (a) If a person is dissociated as a member: (1) The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates; (2) The person's duties and obligations under secti…

30-25-701. EVENTS CAUSING DISSOLUTION. (a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the operating agreement states causes dissolution; (2) The affirmat…

30-25-702. WINDING UP. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 30-25-703, Idaho Code, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activiti…

30-25-703. RESCINDING DISSOLUTION. (a) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the company is effective, the district court has entered an order under section 30-25-701(a)(4), Idaho Code, dissolving the company, or …

30-25-704. KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect provided in s…

30-25-705. OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A notice under subsection …

30-25-706. COURT PROCEEDINGS. (a) A dissolved limited liability company that has published a notice under section 30-25-705, Idaho Code, may file an application with the district court in the county where the company's principal office is located or, if the principal office is no…

30-25-707. DISPOSITION OF ASSETS IN WINDING UP. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with su…

30-25-708. SUBJECTS COVERED OUTSIDE CHAPTER. The following subjects are covered outside this chapter: (1) Administrative dissolution - sections 30-21-601 and 30-21-602, Idaho Code. (2) Reinstatement - section 30-21-603, Idaho Code. (3) Judicial review of denial of reinstatement -…

30-25-801. DIRECT ACTION BY MEMBER. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and int…

30-25-802. DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liabi…

30-25-803. PROPER PLAINTIFF. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) Was a member when the conduct giving rise to the action occurred; or (2) Whose statu…

30-25-804. PLEADING. In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or (2) Why demand should be excused as futile.

30-25-805. SPECIAL LITIGATION COMMITTEE. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the actio…