reglab/housing_qa huggingface dataset:
ID Code § 30-25-304 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY|Section 30-25-304 - LIABILITY OF MEMBERS AND MANAGERS.

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 or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. (b) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager for a debt, obligation, or other liability of the company.  History: [30-25-304, added 2015, ch. 243, sec. 45, p. 880.]
ID Code § 30-25-401 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-401 - BECOMING MEMBER.

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 different, the organizer acts on behalf of the initial member. (b) If a limited liability company is to have more than one (1) member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one (1) of the persons. (c) After formation of a limited liability company, a person becomes a member: (1) As provided in the operating agreement; (2) As the result of a transaction effective under chapter 22, title 30, Idaho Code; (3) With the affirmative vote or consent of all the members; or  (4) As provided in section 30-25-701(a)(3), Idaho Code. (d) A person may become a member without: (1) Acquiring a transferable interest; or (2) Making or being obligated to make a contribution to the limited liability company.  History: [30-25-401, added 2015, ch. 243, sec. 46, p. 880.]
ID Code § 30-25-402 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-402 - FORM OF CONTRIBUTION.

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.  History: [30-25-402, added 2015, ch. 243, sec. 46, p. 880.]
ID Code § 30-25-403 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-403 - LIABILITY FOR CONTRIBUTIONS.

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 a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made. (c) The obligation of a person to make a contribution may be compromised only by the affirmative vote of consent of all the members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.  History: [30-25-403, added 2015, ch. 243, sec. 46, p. 880.]
ID Code § 30-25-404 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-404 - SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.

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 with a transfer effective under section 30-25-502, Idaho Code, or charging order in effect under section 30-25-503, Idaho Code. (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 30-25-707(d), Idaho Code, a company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. However, the company’s obligation to make a distribution is subject to offset for any amount owed to the company by the member or a person dissociated as a member on whose account the distribution is made.  History: [30-25-404, added 2015, ch. 243, sec. 46, p. 881.]
ID Code § 30-25-406 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-406 - LIABILITY FOR IMPROPER DISTRIBUTIONS.

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 section 30-25-405, Idaho Code, and in consenting to the distribution fails to comply with section 30-25-409, Idaho Code, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of section 30-25-405, Idaho Code. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other members, the liability stated in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of the authority and responsibility. (c) A person that receives a distribution knowing that the distribution violated section 30-25-405, Idaho Code, is personally liable to the limited liability company, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 30-25-405, Idaho Code. (d) A person against which an action is commenced because the person is liable under subsection (a) of this section may: (1) Implead any other person that is liable under subsection (a) of this section and seek to enforce a right of contribution from the person; and (2) Implead any person that received a distribution in violation of subsection (c) of this section and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (c) of this section. (e) An action under this section is barred unless commenced not later than two (2) years after the distribution.  History: [30-25-406, added 2015, ch. 243, sec. 46, p. 882.]
ID Code § 30-25-408 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY|Section 30-25-408 - REIMBURSEMENT — INDEMNIFICATION — ADVANCEMENT AND INSURANCE.

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 or manager’s activities on behalf of the company, if the member or manager complied with sections 30-25-405, 30-25-407 and 30-25-409, Idaho Code, in making the payment. (b) A limited liability company shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of section 30-25-405, 30-25-407 or 30-25-409, Idaho Code. (c) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (b) of this section. (d) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under section 30-25-105(c)(7), Idaho Code, the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.   History: [30-25-408, added 2015, ch. 243, sec. 46, p. 884.]
ID Code § 30-25-501 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS|Section 30-25-501 - NATURE OF TRANSFERABLE INTEREST.

30-25-501. NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property.  History: [30-25-501, added 2015, ch. 243, sec. 47, p. 887.]
ID Code § 30-25-502 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS|Section 30-25-502 - TRANSFER OF TRANSFERABLE INTEREST.

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 compliance with section 30-21-901(i), Idaho Code; (2) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and (3) Subject to section 30-25-504, Idaho Code, does not entitle the transferee to: (A) Participate in the management or conduct of the company’s activities and affairs; or (B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company’s activities and affairs. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by a limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (e) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer. (g) Except as otherwise provided in section 30-25-602(5)(B), Idaho Code, if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member. (h) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under sections 30-25-403 and 30-25-406, Idaho Code, known to the transferee when the transferee becomes a member.  History: [30-25-502, added 2015, ch. 243, sec. 47, p. 887.]
ID Code § 30-25-503 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS|Section 30-25-503 - CHARGING ORDER.

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) of this section, a charging order constitutes a lien on a judgment debtor’s transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may: (1) Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) Make all other orders necessary to give effect to the charging order. (c) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. Except as otherwise provided in subsection (f) of this section, the purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to section 30-25-502, Idaho Code. (d) At any time before foreclosure under subsection (c) of this section, the member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (f) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company: (1) The court shall confirm the sale; (2) The purchaser at the sale obtains the member’s entire interest, not only the member’s transferable interest; (3) The purchaser thereby becomes a member; and (4) The person whose interest was subject to the foreclosed charging order is dissociated as a member. (g) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee. (h) This section provides the exclusive remedy by which a person seeking in the capacity of judgment creditor to enforce a judgment against a member or transferee may satisfy the judgment from the judgment debtor’s transferable interest.  History: [30-25-503, added 2015, ch. 243, sec. 47, p. 887.]
ID Code § 30-25-504 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS|Section 30-25-504 - POWER OF LEGAL REPRESENTATIVE OF DECEASED MEMBER.

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 deceased member had under section 30-25-410, Idaho Code.  History: [30-25-504, added 2015, ch. 243, sec. 47, p. 888.]
ID Code § 30-25-601 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 6 - DISSOCIATION|Section 30-25-601 - POWER TO DISSOCIATE AS MEMBER — WRONGFUL DISSOCIATION.

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 member is wrongful only if the dissociation: (1) Is in breach of an express provision of the operating agreement; or (2) Occurs before the completion of the winding up of the limited liability company and: (A) The person withdraws as a member by express will; (B) The person is expelled as a member by judicial order under section 30-25-602(6), Idaho Code; (C) The person is dissociated under section 30-25-602(8), Idaho Code; or (D) In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 30-25-801, Idaho Code, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the company or the other members.  History: [30-25-601, added 2015, ch. 243, sec. 48, p. 888.]
ID Code § 30-25-603 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 6 - DISSOCIATION|Section 30-25-603 - EFFECT OF DISSOCIATION.

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 section 30-25-409, Idaho Code, as a member end with regard to matters arising and events occurring after the person’s dissociation; and (3) Subject to section 30-25-504, Idaho Code, and chapter 22, title 30, Idaho Code, any transferable interest owned by the person in the person’s capacity as a member immediately before dissociation is owned by the person solely as a transferee. (b) A person’s dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.  History: [30-25-603, added 2015, ch. 243, sec. 48, p. 890.]
ID Code § 30-25-701 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 7 - DISSOLUTION AND WINDING UP|Section 30-25-701 - EVENTS CAUSING DISSOLUTION.

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 affirmative vote or consent of all the members; (3) The passage of ninety (90) consecutive days during which the company has no members unless before the end of the period: (A) Consent to admit at least one (1) specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) At least one (1) person becomes a member in accordance with the consent; (4) On application by a member, the entry by the district court of an order dissolving the company on the grounds that: (A) The conduct of all or substantially all the company’s activities and affairs is unlawful; or (B) It is not reasonably practicable to carry on the company’s activities and affairs in conformity with the certificate of organization and the operating agreement; or (C) The managers or those members in control of the company: (i) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or (ii) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (5) The signing and filing of a statement of administrative dissolution by the secretary of state under section 30-21-602, Idaho Code. (b) In a proceeding brought under subsection (a)(4)(B) of this section, the court may order a remedy other than dissolution.  History: [30-25-701, added 2015, ch. 243, sec. 49, p. 891; am. 2017, ch. 100, sec. 1, p. 248; am. 2021, ch. 321, sec. 8, p. 949.]
ID Code § 30-25-703 (2021)
2021 Idaho Code|Title 30 - CORPORATIONS|Chapter 25 - LIMITED LIABILITY COMPANIES|Part 7 - DISSOLUTION AND WINDING UP|Section 30-25-703 - RESCINDING DISSOLUTION.

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 the secretary of state has dissolved the company under section 30-21-602, Idaho Code. (b) Rescinding dissolution under this section requires: (1) The affirmative vote or consent of each member; (2) If a statement of dissolution applicable to the limited liability company has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal under section 30-21-204, Idaho Code, applicable to the statement of dissolution; and (3) If a statement of dissolution applicable to the limited liability company is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the company and that dissolution has been rescinded under this section. (c) If a limited liability company rescinds its dissolution: (1) The company resumes carrying on its activities and affairs as if dissolution had never occurred; (2) Subject to paragraph (3) of this subsection, any liability incurred by the company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (3) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.  History: [30-25-703, added 2015, ch. 243, sec. 49, p. 892; am. 2021, ch. 321, sec. 9, p. 950.]