reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-905 - SPECIAL LITIGATION COMMITTEE.

30-24-905. SPECIAL LITIGATION COMMITTEE. (a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1) Enforcing a person’s right to information under section 30-24-304 or 30-24-407, Idaho Code; or
(2) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee must be composed of one (1) or more disinterested and independent individuals, who may be partners.
(c) A special litigation committee may be appointed:
(1) By a majority of the general partners not named as parties in the proceeding; or
(2) If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
(1) Continue under the control of the plaintiff;
(2) Continue under the control of the committee;
(3) Be settled on terms approved by the committee; or
(4) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff.
History:
[30-24-905, added 2015, ch. 243, sec. 41, p. 870.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 24 - LIMITED PARTNERSHIPS › Part 9 - ACTIONS BY PARTNERS › Section 30-24-906 - PROCEEDS AND EXPENSES.

30-24-906. PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section:
(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited partnership.
(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court’s approval.
History:
[30-24-906, added 2015, ch. 243, sec. 41, p. 870.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-101 - SHORT TITLE.

30-25-101. SHORT TITLE. This chapter may be cited as the "Idaho Uniform Limited Liability Company Act."
History:
[30-25-101, added 2015, ch. 243, sec. 43, p. 871.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-103 - KNOWLEDGE — NOTICE.

30-25-103. KNOWLEDGE — NOTICE. (a) A person knows a fact if the person:
(1) Has actual knowledge of it; or
(2) Is deemed to know it under subsection (d)(1) of this section or law other than this act.
(b) A person has notice of a fact if the person:
(1) Has reason to know the fact from all the facts known to the person at the time in question; or
(2) Is deemed to have notice of the fact under subsection (d)(2) of this section.
(c) Subject to section 30-21-212, Idaho Code, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(d) A person not a member is deemed:
(1) To know of a limitation on authority to transfer real property as provided in section 30-25-302(g), Idaho Code; and
(2) To have notice of a limited liability company’s:
(A) Dissolution ninety (90) days after a statement of dissolution under section 30-25-702(b)(2)(A), Idaho Code, becomes effective;
(B) Termination ninety (90) days after a statement of termination under section 30-25-702(b)(2)(F), Idaho Code, becomes effective; and
(C) Participation in a merger, interest exchange, conversion, or domestication ninety (90) days after articles of merger, interest exchange, conversion, or domestication under chapter 22, title 30, Idaho Code, become effective.
History:
[30-25-103, added 2015, ch. 243, sec. 43, p. 872; am. 2021, ch. 321, sec. 5, p. 948.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-104 - GOVERNING LAW.

30-25-104. GOVERNING LAW. The law of this state governs:
(1) The internal affairs of a limited liability company; and
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
History:
[30-25-104, added 2015, ch. 243, sec. 43, p. 873.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-106 - OPERATING AGREEMENT — EFFECT ON LIMITED LIABILITY COMPANY AND PERSON BECOMING MEMBER — PREFORMATION AGREEMENT.

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 operating agreement.
(b) A person that becomes a member is deemed to assent to the operating agreement.
(c) Two (2) or more persons intending to become the initial members may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
History:
[30-25-106, added 2015, ch. 243, sec. 43, p. 874.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-107 - OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.

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 satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 30-25-503(b)(2), Idaho Code, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(1) Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and
(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(c) If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-25-105(c) or (d)(3), Idaho Code, if contained in the operating agreement, the provision is ineffective in the record.
(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement:
(1) The agreement prevails as to members, persons dissociated as members, transferees, and managers; and
(2) The record prevails as to other persons to the extent they reasonably rely on the record.
History:
[30-25-107, added 2015, ch. 243, sec. 43, p. 875.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-108 - NATURE, PURPOSE AND DURATION OF LIMITED LIABILITY COMPANY.

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.
History:
[30-25-108, added 2015, ch. 243, sec. 43, p. 875.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-109 - POWERS.

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.
History:
[30-25-109, added 2015, ch. 243, sec. 43, p. 875.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-110 - APPLICATION TO EXISTING RELATIONSHIPS.

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 July 1, 2015, that elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2017, this chapter governs all limited liability companies.
(c) For purposes of applying this chapter to a limited liability company formed before July 1, 2008:
(1) The company’s articles of organization are deemed to be the company’s certificate of organization; and
(2) For purposes of applying section 30-25-102(a)(7), Idaho Code, and subject to section 30-25-107(d), Idaho Code, language in the company’s articles of organization designating the company’s management structure operates as if that language were in the operating agreement.
History:
[30-25-110, added 2015, ch. 243, sec. 43, p. 875; am. 2021, ch. 321, sec. 6, p. 949.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 1 - GENERAL PROVISIONS › Section 30-25-111 - SUBJECTS COVERED OUTSIDE CHAPTER.

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) Registration of name – section 30-21-304, Idaho Code.
(5) Registered agent – section 30-21-404, Idaho Code.
(6) Change of registered agent or address for registered agent by limited liability company – section 30-21-407, Idaho Code.
(7) Resignation of registered agent – section 30-21-410, Idaho Code.
(8) Change of name or address by registered agent – sections 30-21-408 and 30-21-409, Idaho Code.
(9) Service of process, notice or demand – section 30-21-412, Idaho Code.
(10) Reservation of power to amend or repeal – section 30-21-701, Idaho Code.
(11) Supplemental principles of law – section 30-21-702, Idaho Code.
History:
[30-25-111, added 2015, ch. 243, sec. 43, p. 876.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS › Section 30-25-201 - FORMATION OF LIMITED LIABILITY COMPANY — CERTIFICATE OF ORGANIZATION.

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 organization must state:
(1) The name of the limited liability company that must comply with sections 30-21-301 and 30-21-302(d), Idaho Code;
(2) The street and mailing addresses of the company’s principal office;
(3) The information required by section 30-21-404(a), Idaho Code;
(4) The name and mailing address of at least one (1) governor of the company; and
(5) If the company is a professional entity, a statement that the company is a professional limited liability company and the principal profession or professions for which the company’s members are duly licensed or otherwise legally authorized to render professional services.
(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in section 30-25-105(c) and (d), Idaho Code, in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. The secretary of state shall not accept operating agreements for filing.
(d) A limited liability company is formed when the certificate of organization becomes effective.
History:
[30-25-201, added 2015, ch. 243, sec. 44, p. 876.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS › Section 30-25-202 - AMENDMENT OR RESTATEMENT OF CERTIFICATE OF ORGANIZATION.

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 stating:
(1) The name of the company;
(2) The date of filing of its initial certificate of organization; and
(3) The text of the amendment.
(c) To restate its certificate of organization, a limited liability company must deliver to the secretary of state for filing a restatement designated as such in its heading.
(d) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly:
(1) Cause the certificate to be amended; or
(2) If appropriate, deliver to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code.
History:
[30-25-202, added 2015, ch. 243, sec. 44, p. 876.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS › Section 30-25-203 - SIGNING OF RECORDS TO BE DELIVERED FOR FILING TO SECRETARY OF STATE.

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 signed by a limited liability company must be signed by a person authorized by the company.
(2) A company’s initial certificate of organization must be signed by at least one (1) person acting as an organizer.
(3) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company’s activities and affairs under section 30-25-702(c), Idaho Code, or a person appointed under section 30-25-702(d), Idaho Code, to wind up the activities and affairs.
(4) A statement of denial by a person under section 30-25-303, Idaho Code, must be signed by that person.
(5) Any other record delivered on behalf of a person to the secretary of state for filing must be signed by that person.
(b) A record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative affirms as a fact that the person is authorized to sign the record.
History:
[30-25-203, added 2015, ch. 243, sec. 44, p. 877.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS › Section 30-25-204 - LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

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 recover damages for the loss from:
(1) A person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
(A) The record was delivered for filing on behalf of the company; and
(B) The member or manager knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(i) Effected an amendment under section 30-25-202, Idaho Code;
(ii) Filed a petition under section 30-25-204, Idaho Code; or
(iii) Delivered to the secretary of state for filing a statement of change under section 30-21-407, Idaho Code, or a statement of correction under section 30-21-205, Idaho Code.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the secretary of state for filing under this act and imposes that responsibility on one (1) or more other members, the liability stated in subsection (a)(2) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under this act affirms under penalty of perjury that the information stated in the record is accurate.
History:
[30-25-204, added 2015, ch. 243, sec. 44, p. 877.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 2 - FORMATION — CERTIFICATE OF ORGANIZATION AND OTHER FILINGS › Section 30-25-205 - SUBJECTS COVERED OUTSIDE CHAPTER.

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 30-21-203, Idaho Code.
(4) Withdrawal of filed record before effectiveness – section 30-21-204, Idaho Code.
(5) Correcting filed record – section 30-21-205, Idaho Code.
(6) Duty of secretary of state to file; review of refusal to file; delivery of record by secretary of state – sections 30-21-206 and 30-21-212, Idaho Code.
(7) Certificate of good standing or registration – section 30-21-208, Idaho Code.
(8) Annual report for secretary of state – section 30-21-213, Idaho Code.
History:
[30-25-205, added 2015, ch. 243, sec. 44, p. 878; am. 2021, ch. 321, sec. 7, p. 949.]
2023 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 30-25-301 - NO AGENCY POWER OF MEMBER AS MEMBER.

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 liability company because of the person’s conduct.
History:
[30-25-301, added 2015, ch. 243, sec. 45, p. 878.]
2023 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 30-25-303 - STATEMENT OF DENIAL.

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 authority to which the statement of denial pertains; and
(2) Denies the grant of authority.
History:
[30-25-303, added 2015, ch. 243, sec. 45, p. 880.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Idaho Code › Title 30 - CORPORATIONS › Chapter 25 - LIMITED LIABILITY COMPANIES › Part 7 - DISSOLUTION AND WINDING UP › Section 30-25-704 - KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.

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 subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must:
(1) Specify the information required to be included in a claim;
(2) State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3) State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:
(1) The claim is not received by the specified deadline; or
(2) If the claim is timely received but rejected by the company:
(A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim not later than ninety (90) days after the claimant receives the notice; and
(B) The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.
(d) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
History:
[30-25-704, added 2015, ch. 243, sec. 49, p. 893.]