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 […]
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.]
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 […]
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 […]
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 course of the company’s activities and affairs; or (2) The company’s […]
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 […]
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 by managers"; or (C) Management of the company is or will be "vested in […]
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 […]
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 section. (b) The fiduciary duty of loyalty of a member […]
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 specified by the company, any record maintained by the company regarding the company’s activities, […]