TITLE
30
CORPORATIONS
CHAPTER
25
LIMITED
LIABILITY
COMPANIES
PART
1
GENERAL
PROVISIONS
30
-
25
-
101.
SHORT
TITLE.
This
chapter
may
be
cited
as
the
"Idaho
Uniform
Limited
Liability
Company
Act."
[30
-
25
-
101,
added
2015,
ch.
243,
sec.
43,
p.
871.]
30
-
25
-
102.
DEFINITIONS.
(a)
In
this
chapter:
(1)
"Certificate
of
organization"
means
the
certificate
required
by
section
30
-
25
-
201
,
Idaho
Code.
The
term
includes
the
certificate
as
amended
or
restated.
(2)
"Contribution,"
except
in
the
phrase
"right
of
contribution,"
means
property
or
a
benefit
described
in
section
30
-
25
-
402
,
Idaho
Code,
that
is
provided
by
a
person
to
a
limited
liability
company
to
become
a
member
or
in
the
person's
capacity
as
a
member.
(3)
"Distribution"
means
a
transfer
of
money
or
other
property
from
a
limited
liability
company
to
a
person
on
account
of
a
transferable
in-
terest
or
in
the
person's
capacity
as
a
member.
The
term:
(A)
Includes:
(i)
A
redemption
or
other
purchase
by
a
limited
liability
company
of
a
transferable
interest;
and
(ii)
A
transfer
to
a
member
in
return
for
the
member's
relin-
quishment
of
any
right
to
participate
as
a
member
in
the
man-
agement
or
conduct
of
the
company's
activities
and
affairs
or
to
have
access
to
records
or
other
information
concerning
the
company's
activities
and
affairs;
and
(B)
Does
not
include
amounts
constituting
reasonable
compensa-
tion
for
present
or
past
service
or
payments
made
in
the
ordinary
course
of
business
under
a
bona
fide
retirement
plan
or
other
bona
fide
benefits
program.
(4)
"Limited
liability
company"
means
an
entity
formed
under
this
chap-
ter
or
that
becomes
subject
to
this
chapter
under
chapter
22,
title
30
,
Idaho
Code,
or
section
30
-
25
-
110
,
Idaho
Code.
(5)
"Manager"
means
a
person
that
under
the
operating
agreement
of
a
manager
-
managed
limited
liability
company
is
responsible,
alone
or
in
concert
with
others,
for
performing
the
management
functions
stated
in
section
30
-
25
-
407
(c),
Idaho
Code.
(6)
"Manager
-
managed
limited
liability
company"
means
a
limited
lia-
bility
company
that
qualifies
under
section
30
-
25
-
407
(a),
Idaho
Code.
(7)
"Member"
means
a
person
that:
(A)
Has
become
a
member
of
a
limited
liability
company
under
sec-
tion
30
-
25
-
401
,
Idaho
Code,
or
was
a
member
in
a
company
when
the
company
became
subject
to
this
chapter
under
section
30
-
25
-
110
,
Idaho
Code;
and
(B)
Has
not
dissociated
under
section
30
-
25
-
602
,
Idaho
Code.
(8)
"Member
-
managed
limited
liability
company"
means
a
limited
liabil-
ity
company
that
is
not
a
manager
-
managed
limited
liability
company.

2
(9)
"Operating
agreement"
means
the
agreement,
whether
or
not
referred
to
as
an
operating
agreement
and
whether
oral,
implied,
in
a
record,
or
in
any
combination
thereof,
of
all
the
members
of
a
limited
liability
company,
including
a
sole
member,
concerning
the
matters
described
in
section
30
-
25
-
105
(a),
Idaho
Code.
The
term
includes
the
agreement
as
amended
or
restated.
(10)
"Organizer"
means
a
person
that
acts
under
section
30
-
25
-
201
,
Idaho
Code,
to
form
a
limited
liability
company.
(11)
"Transferable
interest"
means
the
right,
as
initially
owned
by
a
person
in
the
person's
capacity
as
a
member,
to
receive
distributions
from
a
limited
liability
company,
whether
or
not
the
person
remains
a
member
or
continues
to
own
any
part
of
the
right.
The
term
applies
to
any
fraction
of
the
interest,
by
whomever
owned.
(12)
"Transferee"
means
a
person
to
which
all
or
part
of
a
transferable
interest
has
been
transferred,
whether
or
not
the
transferor
is
a
mem-
ber.
The
term
includes
a
person
that
owns
a
transferable
interest
under
section
30
-
25
-
603
(a)(3),
Idaho
Code.
(b)
The
following
definitions
outside
this
chapter
apply
to
this
chap-
ter:
(1)
"Debtor
in
bankruptcy"
-
section
30
-
21
-
102
(7),
Idaho
Code.
(2)
"Foreign"
-
section
30
-
21
-
102
(15),
Idaho
Code.
(3)
"Jurisdiction"
-
section
30
-
21
-
102
(22),
Idaho
Code.
(4)
"Jurisdiction
of
formation"
-
section
30
-
21
-
102
(23),
Idaho
Code.
(5)
"Person"
-
section
30
-
21
-
102
(35),
Idaho
Code.
(6)
"Principal
office"
-
section
30
-
21
-
102
(36),
Idaho
Code.
(7)
"Property"
-
section
30
-
21
-
102
(41),
Idaho
Code.
(8)
"Record"
-
section
30
-
21
-
102
(44),
Idaho
Code.
(9)
"Registered
agent"
-
section
30
-
21
-
102
(45),
Idaho
Code.
(10)
"Sign"
-
section
30
-
21
-
102
(47),
Idaho
Code.
(11)
"State"
-
section
30
-
21
-
102
(48),
Idaho
Code.
(12)
"Transfer"
-
section
30
-
21
-
102
(50),
Idaho
Code.
[30
-
25
-
102,
added
2015,
ch.
243,
sec.
43,
p.
871.]
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
per-
son
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;

3
(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,
inter-
est
exchange,
conversion,
or
domestication
under
chapter
22,
ti-
tle
30
,
Idaho
Code,
become
effective.
[30
-
25
-
103,
added
2015,
ch.
243,
sec.
43,
p.
872;
am.
2021,
ch.
321,
sec.
5,
p.
948.]
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.
[30
-
25
-
104,
added
2015,
ch.
243,
sec.
43,
p.
873.]
30
-
25
-
105.
OPERATING
AGREEMENT
-
-
SCOPE
-
-
FUNCTION
-
-
LIMITA-
TIONS.
(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;
(2)
The
rights
and
duties
under
this
act
of
a
person
in
the
capacity
of
manager;
(3)
The
activities
and
affairs
of
the
company
and
the
conduct
of
those
activities
and
affairs;
and
(4)
The
means
and
conditions
for
amending
the
operating
agreement.
(b)
To
the
extent
the
operating
agreement
does
not
provide
for
a
matter
described
in
subsection
(a)
of
this
section,
this
chapter
governs
the
mat-
ter.
(c)
An
operating
agreement
may
not:
(1)
Vary
the
law
applicable
under
section
30
-
25
-
104
,
Idaho
Code;
(2)
Vary
a
limited
liability
company's
capacity
under
section
30
-
25
-
109
,
Idaho
Code,
to
sue
and
be
sued
in
its
own
name;
(3)
Vary
any
requirement,
procedure,
or
other
provision
of
this
act
pertaining
to:
(A)
Registered
agents;
or
(B)
The
secretary
of
state,
including
provisions
pertaining
to
records
authorized
or
required
to
be
delivered
to
the
secretary
of
state
for
filing
under
this
act;
(4)
Vary
the
provisions
of
section
30
-
25
-
204
,
Idaho
Code;
(5)
Alter
or
eliminate
the
duty
of
loyalty
or
the
duty
of
care,
except
as
otherwise
provided
in
subsection
(d)
of
this
section;
(6)
Eliminate
the
contractual
obligation
of
good
faith
and
fair
dealing
under
section
30
-
25
-
409
(d),
Idaho
Code,
but
the
operating
agreement
may
prescribe
the
standards,
if
not
manifestly
unreasonable,
by
which
the
performance
of
the
obligation
is
to
be
measured;
(7)
Relieve
or
exonerate
a
person
from
liability
for
conduct
involving
bad
faith,
willful
or
intentional
misconduct,
or
knowing
violation
of
law;
(8)
Unreasonably
restrict
the
duties
and
rights
under
section
30
-
25
-
410
,
Idaho
Code,
but
the
operating
agreement
may
impose
reason-
able
restrictions
on
the
availability
and
use
of
information
obtained

4
under
that
section
and
may
define
appropriate
remedies,
including
liquidated
damages,
for
a
breach
of
any
reasonable
restriction
on
use;
(9)
Vary
the
causes
of
dissolution
specified
in
section
30
-
25
-
701
(a)(4),
Idaho
Code;
(10)
Vary
the
requirement
to
wind
up
the
company's
activities
and
af-
fairs
as
specified
in
section
30
-
25
-
702
(a),
(b)(1)
and
(e),
Idaho
Code;
(11)
Unreasonably
restrict
the
right
of
a
member
to
maintain
an
action
under
part
8
of
this
chapter;
(12)
Vary
the
provisions
of
section
30
-
25
-
805
,
Idaho
Code,
but
the
op-
erating
agreement
may
provide
that
the
company
may
not
have
a
special
litigation
committee;
(13)
Vary
the
right
of
a
member
to
approve
a
merger,
interest
ex-
change,
conversion,
or
domestication
under
section
30
-
22
-
203
(a)(2),
30
-
22
-
303
(a)(2),
30
-
22
-
403
(a)(2)
or
30
-
22
-
503
(a)(2),
Idaho
Code;
or
(14)
Vary
the
required
contents
of
a
plan
of
merger
under
section
30
-
22
-
202
(a),
Idaho
Code,
plan
of
interest
exchange
under
sec-
tion
30
-
22
-
302
(a),
Idaho
Code,
plan
of
conversion
under
section
30
-
22
-
402
(a),
Idaho
Code,
or
plan
of
domestication
under
section
30
-
22
-
502
(a),
Idaho
Code;
or
(15)
Except
as
otherwise
provided
in
sections
30
-
25
-
106
and
30
-
25
-
107
(b),
Idaho
Code,
restrict
the
rights
under
this
chapter
of
a
person
other
than
a
member
or
manager.
(d)
Subject
to
subsection
(c)(7)
of
this
section,
without
limiting
other
terms
that
may
be
included
in
an
operating
agreement,
the
following
rules
apply:
(1)
The
operating
agreement
may:
(A)
Specify
the
method
by
which
a
specific
act
or
transaction
that
would
otherwise
violate
the
duty
of
loyalty
may
be
authorized
or
ratified
by
one
(1)
or
more
disinterested
and
independent
persons
after
full
disclosure
of
all
material
facts;
and
(B)
Alter
the
prohibition
in
section
30
-
25
-
405
(a)(2),
Idaho
Code,
so
that
the
prohibition
requires
only
that
the
company's
total
as-
sets
not
be
less
than
the
sum
of
its
total
liabilities.
(2)
To
the
extent
the
operating
agreement
of
a
member
-
managed
limited
liability
company
expressly
relieves
a
member
of
a
responsibility
that
the
member
otherwise
would
have
under
this
chapter
and
imposes
the
re-
sponsibility
on
one
(1)
or
more
other
members,
the
agreement
also
may
eliminate
or
limit
any
fiduciary
duty
of
the
member
relieved
of
the
re-
sponsibility
that
would
have
pertained
to
the
responsibility.
(3)
If
not
manifestly
unreasonable,
the
operating
agreement
may:
(A)
Alter
or
eliminate
the
aspects
of
the
duty
of
loyalty
stated
in
section
30
-
25
-
409
(b)
and
(i),
Idaho
Code;
(B)
Identify
specific
types
or
categories
of
activities
that
do
not
violate
the
duty
of
loyalty;
(C)
Alter
the
duty
of
care,
but
may
not
authorize
conduct
involv-
ing
bad
faith,
willful
or
intentional
misconduct,
or
knowing
vio-
lation
of
law;
and
(D)
Alter
or
eliminate
any
other
fiduciary
duty.
(e)
The
court
shall
decide
as
a
matter
of
law
whether
a
term
of
an
operating
agreement
is
manifestly
unreasonable
under
subsection
(c)(6)
or
(d)(3)
of
this
section.
The
court:

5
(1)
Shall
make
its
determination
as
of
the
time
the
challenged
term
became
part
of
the
operating
agreement
and
by
considering
only
circum-
stances
existing
at
that
time;
and
(2)
May
invalidate
the
term
only
if,
in
light
of
the
purposes,
activi-
ties,
and
affairs
of
the
limited
liability
company,
it
is
readily
appar-
ent
that:
(A)
The
objective
of
the
term
is
unreasonable;
or
(B)
The
term
is
an
unreasonable
means
to
achieve
the
provision's
objective.
[30
-
25
-
105,
added
2015,
ch.
243,
sec.
43,
p.
873.]
30
-
25
-
106.
OPERATING
AGREEMENT
-
-
EFFECT
ON
LIMITED
LIABILITY
COMPANY
AND
PERSON
BECOMING
MEMBER
-
-
PREFORMATION
AGREEMENT.
(a)
A
limited
liabil-
ity
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
agree-
ment
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.
[30
-
25
-
106,
added
2015,
ch.
243,
sec.
43,
p.
874.]
30
-
25
-
107.
OPERATING
AGREEMENT
-
-
EFFECT
ON
THIRD
PARTIES
AND
RELA-
TIONSHIP
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
or-
der
issued
under
section
30
-
25
-
503
(b)(2),
Idaho
Code,
to
effectuate
a
charg-
ing
order,
an
amendment
to
the
operating
agreement
made
after
a
person
be-
comes
a
transferee
or
is
dissociated
as
a
member:
(1)
Is
effective
with
regard
to
any
debt,
obligation,
or
other
liabil-
ity
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
sec-
retary
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
ef-
fective
and
conflicts
with
a
provision
of
the
operating
agreement:

6
(1)
The
agreement
prevails
as
to
members,
persons
dissociated
as
mem-
bers,
transferees,
and
managers;
and
(2)
The
record
prevails
as
to
other
persons
to
the
extent
they
reason-
ably
rely
on
the
record.
[30
-
25
-
107,
added
2015,
ch.
243,
sec.
43,
p.
875.]
30
-
25
-
108.
NATURE,
PURPOSE
AND
DURATION
OF
LIMITED
LIABILITY
COM-
PANY.
(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
-
108,
added
2015,
ch.
243,
sec.
43,
p.
875.]
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
conve-
nient
to
carry
on
its
activities
and
affairs.
[30
-
25
-
109,
added
2015,
ch.
243,
sec.
43,
p.
875.]
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
compa-
nies.
(c)
For
purposes
of
applying
this
chapter
to
a
limited
liability
com-
pany
formed
before
July
1,
2008:
(1)
The
company's
articles
of
organization
are
deemed
to
be
the
com-
pany'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
struc-
ture
operates
as
if
that
language
were
in
the
operating
agreement.
[30
-
25
-
110,
added
2015,
ch.
243,
sec.
43,
p.
875;
am.
2021,
ch.
321,
sec.
6,
p.
949.]
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
lim-
ited
liability
company
-
section
30
-
21
-
407
,
Idaho
Code.
(7)
Resignation
of
registered
agent
-
section
30
-
21
-
410
,
Idaho
Code.

7
(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.
[30
-
25
-
111,
added
2015,
ch.
243,
sec.
43,
p.
876.]
PART
2
FORMATION
-
-
CERTIFICATE
OF
ORGANIZATION
AND
OTHER
FILINGS
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
sec-
tions
30
-
21
-
301
and
30
-
21
-
302
(d),
Idaho
Code;
(2)(i)
The
street
and
mailing
addresses
of
the
company's
princi-
pal
office;
or
(ii)
The
street
and
mailing
addresses
of
the
company's
commercial
registered
agent
if:
1.
The
limited
liability
company
attests
that
it
has
no
physical
location
other
than
a
residential
address;
and
2.
The
commercial
registered
agent
maintaining
the
regis-
tered
office
consents
to
the
use
of
its
address
as
the
lim-
ited
liability
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
com-
pany;
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
ser-
vices.
(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
or-
ganization
becomes
effective.
[30
-
25
-
201,
added
2015,
ch.
243,
sec.
44,
p.
876;
am.
2026,
ch.
80,
sec.
1,
p.
424.]
30
-
25
-
202.
AMENDMENT
OR
RESTATEMENT
OF
CERTIFICATE
OF
ORGANIZA-
TION.
(a)
A
certificate
of
organization
may
be
amended
or
restated
at
any
time.

8
(b)
To
amend
its
certificate
of
organization,
a
limited
liability
com-
pany
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
man-
ager
of
a
manager
-
managed
limited
liability
company,
knows
that
any
informa-
tion
in
a
filed
certificate
of
organization
was
inaccurate
when
the
certifi-
cate
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.
[30
-
25
-
202,
added
2015,
ch.
243,
sec.
44,
p.
876.]
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
pur-
suant
to
this
act
must
be
signed
as
follows:
(1)
Except
as
otherwise
provided
in
paragraphs
(2)
and
(3)
of
this
sub-
section,
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
mem-
ber
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
af-
firms
as
a
fact
that
the
person
is
authorized
to
sign
the
record.
[30
-
25
-
203,
added
2015,
ch.
243,
sec.
44,
p.
877.]
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

9
(2)
Subject
to
subsection
(b)
of
this
section,
a
member
of
a
member
-
man-
aged
limited
liability
company
or
the
manager
of
a
manager
-
managed
lim-
ited
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
reason-
ably
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
main-
taining
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.
[30
-
25
-
204,
added
2015,
ch.
243,
sec.
44,
p.
877.]
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;
de-
livery
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.
[30
-
25
-
205,
added
2015,
ch.
243,
sec.
44,
p.
878;
am.
2021,
ch.
321,
sec.
7,
p.
949.]
PART
3
RELATIONS
OF
MEMBERS
AND
MANAGERS
TO
PERSONS
DEALING
WITH
LIMITED
LIABILITY
COMPANY

10
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
be-
cause
of
the
person's
conduct.
[30
-
25
-
301,
added
2015,
ch.
243,
sec.
45,
p.
878.]
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
to
any
position
that
exists
in
or
with
respect
to
the
company,
may
state
the
authority,
or
limitations
on
the
authority,
of
all
persons
holding
the
position
to:
(A)
Execute
an
instrument
transferring
real
property
held
in
the
name
of
the
company;
or
(B)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
company;
and
(3)
May
state
the
authority,
or
limitations
on
the
authority,
of
a
spe-
cific
person
to:
(A)
Execute
an
instrument
transferring
real
property
held
in
the
name
of
the
company;
or
(B)
Enter
into
other
transactions
on
behalf
of,
or
otherwise
act
for
or
bind,
the
company.
(b)
To
amend
or
cancel
a
statement
of
authority
filed
by
the
secretary
of
state,
a
limited
liability
company
must
deliver
to
the
secretary
of
state
for
filing
an
amendment
or
cancellation
stating:
(1)
The
name
of
the
company;
(2)
The
information
required
by
section
30
-
21
-
404
(a),
Idaho
Code;
(3)
The
date
the
statement
being
affected
became
effective;
and
(4)
The
contents
of
the
amendment
or
a
declaration
that
the
statement
is
canceled.
(c)
A
statement
of
authority
affects
only
the
power
of
a
person
to
bind
a
limited
liability
company
to
persons
that
are
not
members.
(d)
Subject
to
subsection
(c)
of
this
section
and
section
30
-
25
-
103
(d),
Idaho
Code,
and
except
as
otherwise
provided
in
subsections
(f),
(g)
and
(h)
of
this
section,
a
limitation
on
the
authority
of
a
person
or
a
position
con-
tained
in
an
effective
statement
of
authority
is
not
by
itself
evidence
of
any
person's
knowledge
or
notice
of
the
limitation.
(e)
Subject
to
subsection
(c)
of
this
section,
a
grant
of
authority
not
pertaining
to
transfers
of
real
property
and
contained
in
an
effective
statement
of
authority
is
conclusive
in
favor
of
a
person
that
gives
value
in
reliance
on
the
grant,
except
to
the
extent
that
when
the
person
gives
value:
(1)
The
person
has
knowledge
to
the
contrary;
(2)
The
statement
has
been
canceled
or
restrictively
amended
under
sub-
section
(b)
of
this
section;
or
(3)
A
limitation
on
the
grant
is
contained
in
another
statement
of
au-
thority
that
became
effective
after
the
statement
containing
the
grant
became
effective.
(f)
Subject
to
subsection
(c)
of
this
section,
an
effective
statement
of
authority
that
grants
authority
to
transfer
real
property
held
in
the
name
of
the
limited
liability
company
is
conclusive
in
favor
of
a
person

11
that
gives
value
in
reliance
on
the
grant
without
knowledge
to
the
contrary,
except
to
the
extent
that
when
the
person
gives
value:
(1)
The
statement
has
been
canceled
or
restrictively
amended
under
sub-
section
(b)
of
this
section;
or
(2)
A
limitation
on
the
grant
is
contained
in
another
statement
of
au-
thority
that
became
effective
after
the
statement
containing
the
grant
became
effective.
(g)
Subject
to
subsection
(c)
of
this
section,
if
an
effective
state-
ment
of
authority
contains
a
limitation
on
the
authority
to
transfer
real
property
held
in
the
name
of
a
limited
liability
company,
all
persons
are
deemed
to
know
of
the
limitation.
(h)
Subject
to
subsection
(i)
of
this
section,
an
effective
statement
of
dissolution
or
termination
is
a
cancellation
of
any
filed
statement
of
au-
thority
for
the
purposes
of
subsection
(f)
of
this
section
and
is
a
limita-
tion
on
authority
for
the
purposes
of
subsection
(g)
of
this
section.
(i)
After
a
statement
of
dissolution
becomes
effective,
a
limited
lia-
bility
company
may
deliver
to
the
secretary
of
state
for
filing
a
statement
of
authority
that
is
designated
as
a
post
-
dissolution
statement
of
author-
ity.
The
statement
operates
as
provided
in
subsections
(f)
and
(g)
of
this
section.
(j)
Unless
earlier
canceled,
an
effective
statement
of
authority
is
canceled
by
operation
of
law
five
(5)
years
after
the
date
on
which
the
statement,
or
its
most
recent
amendment,
becomes
effective.
(k)
An
effective
statement
of
denial
operates
as
a
restrictive
amend-
ment
under
this
section.
[30
-
25
-
302,
added
2015,
ch.
243,
sec.
45,
p.
878.]
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.
[30
-
25
-
303,
added
2015,
ch.
243,
sec.
45,
p.
880.]
30
-
25
-
304.
LIABILITY
OF
MEMBERS
AND
MANAGERS.
(a)
A
debt,
obligation,
or
other
liability
of
a
limited
liability
company
is
solely
the
debt,
obli-
gation,
or
other
liability
of
the
company.
A
member
or
manager
is
not
per-
sonally
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.
[30
-
25
-
304,
added
2015,
ch.
243,
sec.
45,
p.
880.]
PART
4
RELATIONS
OF
MEMBERS
TO
EACH
OTHER
AND
TO
LIMITED
LIABILITY
COMPANY

12
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
lia-
bility
company.
[30
-
25
-
401,
added
2015,
ch.
243,
sec.
46,
p.
880.]
30
-
25
-
402.
FORM
OF
CONTRIBUTION.
A
contribution
may
consist
of
prop-
erty
transferred
to,
services
performed
for,
or
another
benefit
provided
to
the
limited
liability
company
or
an
agreement
to
transfer
property
to,
per-
form
services
for,
or
provide
another
benefit
to
the
company.
[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
per-
son's
death,
disability,
termination,
or
other
inability
to
perform
person-
ally.
(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
lia-
bility
company
to
contribute
money
equal
to
the
value
of
the
part
of
the
con-
tribution
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.
[30
-
25
-
403,
added
2015,
ch.
243,
sec.
46,
p.
880.]
30
-
25
-
404.
SHARING
OF
AND
RIGHT
TO
DISTRIBUTIONS
BEFORE
DISSOLU-
TION.
(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.

13
(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
per-
son
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
oth-
erwise
provided
in
section
30
-
25
-
707
(d),
Idaho
Code,
a
company
may
distrib-
ute
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
distribu-
tion,
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
off-
set
for
any
amount
owed
to
the
company
by
the
member
or
a
person
dissociated
as
a
member
on
whose
account
the
distribution
is
made.
[30
-
25
-
404,
added
2015,
ch.
243,
sec.
46,
p.
881.]
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
total
assets
would
be
less
than
the
sum
of
its
total
liabilities
plus
the
amount
that
would
be
needed,
if
the
company
were
to
be
dissolved
and
wound
up
at
the
time
of
the
distribution,
to
sat-
isfy
the
preferential
rights
upon
dissolution
and
winding
up
of
members
and
transferees
whose
preferential
rights
are
superior
to
the
rights
of
persons
receiving
the
distribution.
(b)
A
limited
liability
company
may
base
a
determination
that
a
distri-
bution
is
not
prohibited
under
subsection
(a)
of
this
section
on:
(1)
Financial
statements
prepared
on
the
basis
of
accounting
practices
and
principles
that
are
reasonable
in
the
circumstances;
or
(2)
A
fair
valuation
or
other
method
that
is
reasonable
under
the
cir-
cumstances.
(c)
Except
as
otherwise
provided
in
subsection
(e)
of
this
section,
the
effect
of
a
distribution
under
subsection
(a)
of
this
section
is
measured:
(1)
In
the
case
of
a
distribution
as
defined
in
section
30
-
25
-
102
(3)(A),
Idaho
Code,
as
of
the
earlier
of:
(A)
The
date
money
or
other
property
is
transferred
or
debt
is
in-
curred
by
the
limited
liability
company;
or
(B)
The
date
the
person
entitled
to
the
distribution
ceases
to
own
the
interest
or
right
being
acquired
by
the
company
in
return
for
the
distribution;
(2)
In
the
case
of
any
other
distribution
of
indebtedness,
as
of
the
date
the
indebtedness
is
distributed;
and
(3)
In
all
other
cases,
as
of
the
date:
(A)
The
distribution
is
authorized,
if
the
payment
occurs
not
later
than
one
hundred
twenty
(120)
days
after
that
date;
or
(B)
The
payment
is
made,
if
the
payment
occurs
more
than
one
hun-
dred
twenty
(120)
days
after
the
distribution
is
authorized.
(d)
A
limited
liability
company's
indebtedness
to
a
member
or
trans-
feree
incurred
by
reason
of
a
distribution
made
in
accordance
with
this
sec-

14
tion
is
at
parity
with
the
company's
indebtedness
to
its
general,
unsecured
creditors,
except
to
the
extent
subordinated
by
agreement.
(e)
A
limited
liability
company's
indebtedness,
including
indebted-
ness
issued
as
a
distribution,
is
not
a
liability
for
purposes
of
subsection
(a)
of
this
section
if
the
terms
of
the
indebtedness
provide
that
payment
of
principal
and
interest
is
made
only
if
and
to
the
extent
that
payment
of
a
distribution
could
then
be
made
under
this
section.
If
the
indebtedness
is
issued
as
a
distribution,
each
payment
of
principal
or
interest
is
treated
as
a
distribution,
the
effect
of
which
is
measured
on
the
date
the
payment
is
made.
(f)
In
measuring
the
effect
of
a
distribution
under
section
30
-
25
-
707
,
Idaho
Code,
the
liabilities
of
a
dissolved
limited
liability
company
do
not
include
any
claim
that
has
been
disposed
of
under
section
30
-
25
-
704
,
30
-
25
-
705
or
30
-
25
-
706
,
Idaho
Code.
[30
-
25
-
405,
added
2015,
ch.
243,
sec.
46,
p.
881.]
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
responsi-
bility
to
consent
to
distributions
and
imposes
that
authority
and
responsi-
bility
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
sec-
tion
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
contribu-
tion
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.
[30
-
25
-
406,
added
2015,
ch.
243,
sec.
46,
p.
882.]
30
-
25
-
407.
MANAGEMENT
OF
LIMITED
LIABILITY
COMPANY.
(a)
A
limited
lia-
bility
company
is
a
member
-
managed
limited
liability
company
unless
the
op-
erating
agreement:
(1)
Expressly
provides
that:

15
(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
managers";
or
(2)
Includes
words
of
similar
import.
(b)
In
a
member
-
managed
limited
liability
company,
as
among
the
mem-
bers,
the
following
rules
apply:
(1)
Except
as
expressly
provided
in
this
chapter,
the
management
and
conduct
of
the
company
are
vested
in
the
members.
(2)
Each
member
has
equal
rights
in
the
management
and
conduct
of
the
company's
activities
and
affairs.
(3)
A
difference
arising
among
members
as
to
a
matter
in
the
ordinary
course
of
the
activities
and
affairs
of
the
company
may
be
decided
by
a
majority
of
the
members.
(4)
The
affirmative
vote
or
consent
of
all
the
members
is
required
to:
(A)
Undertake
an
act
outside
the
ordinary
course
of
the
activities
and
affairs
of
the
company;
or
(B)
Amend
the
operating
agreement.
(c)
In
a
manager
-
managed
limited
liability
company,
as
among
the
mem-
bers
and
the
managers,
the
following
rules
apply:
(1)
Except
as
expressly
provided
in
this
chapter,
any
matter
relating
to
the
activities
and
affairs
of
the
company
is
decided
exclusively
by
the
manager,
or,
if
there
is
more
than
one
(1)
manager,
by
a
majority
of
the
managers.
(2)
Each
manager
has
equal
rights
in
the
management
and
conduct
of
the
company's
activities
and
affairs.
(3)
The
affirmative
vote
or
consent
of
all
members
is
required
to:
(A)
Undertake
an
act
outside
the
ordinary
course
of
the
company's
activities
and
affairs;
or
(B)
Amend
the
operating
agreement.
(4)
A
manager
may
be
chosen
at
any
time
by
the
consent
of
a
majority
of
the
members
and
remains
a
manager
until
a
successor
has
been
chosen,
un-
less
the
manager
at
an
earlier
time
resigns,
is
removed,
or
dies,
or,
in
the
case
of
a
manager
that
is
not
an
individual,
terminates.
A
manager
may
be
removed
at
any
time
by
the
consent
of
a
majority
of
the
members
without
notice
or
cause.
(5)
A
person
need
not
be
a
member
to
be
a
manager,
but
the
dissociation
of
a
member
that
is
also
a
manager
removes
the
person
as
a
manager.
If
a
person
that
is
both
a
manager
and
a
member
ceases
to
be
a
manager,
that
cessation
does
not
by
itself
dissociate
the
person
as
a
member.
(6)
A
person's
ceasing
to
be
a
manager
does
not
discharge
any
debt,
obligation,
or
other
liability
to
the
limited
liability
company
or
members
which
the
person
incurred
while
a
manager.
(d)
An
action
requiring
the
vote
or
consent
of
members
under
this
chap-
ter
may
be
taken
without
a
meeting,
and
a
member
may
appoint
a
proxy
or
other
agent
to
vote,
consent,
or
otherwise
act
for
the
member
by
signing
an
ap-
pointing
record,
personally
or
by
the
member's
agent.
(e)
The
dissolution
of
a
limited
liability
company
does
not
affect
the
applicability
of
this
section.
However,
a
person
that
wrongfully
causes
dissolution
of
the
company
loses
the
right
to
participate
in
management
as
a
member
and
a
manager.
(f)
A
limited
liability
company
shall
reimburse
a
member
for
an
advance
to
the
company
beyond
the
amount
of
capital
the
member
agreed
to
contribute.

16
(g)
A
payment
or
advance
made
by
a
member
which
gives
rise
to
an
obli-
gation
of
the
limited
liability
company
under
subsection
(f)
of
this
section
or
section
30
-
25
-
408
(a),
Idaho
Code,
constitutes
a
loan
to
the
company
which
accrues
interest
from
the
date
of
the
payment
or
advance.
(h)
A
member
is
not
entitled
to
remuneration
for
services
performed
for
a
member
-
managed
limited
liability
company,
except
for
reasonable
compensa-
tion
for
services
rendered
in
winding
up
the
activities
of
the
company.
[30
-
25
-
407,
added
2015,
ch.
243,
sec.
46,
p.
882.]
30
-
25
-
408.
REIMBURSEMENT
-
-
INDEMNIFICATION
-
-
ADVANCEMENT
AND
INSUR-
ANCE.
(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
ac-
tivities
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
pay-
ment.
(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,
de-
mand,
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
li-
ability
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.
[30
-
25
-
408,
added
2015,
ch.
243,
sec.
46,
p.
884.]
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,
sub-
ject
to
section
30
-
25
-
801
,
Idaho
Code,
the
other
members
the
duties
of
loy-
alty
and
care
stated
in
subsections
(b)
and
(c)
of
this
section.
(b)
The
fiduciary
duty
of
loyalty
of
a
member
in
a
member
-
managed
lim-
ited
liability
company
includes
the
duties:
(1)
To
account
to
the
company
and
to
hold
as
trustee
for
it
any
property,
profit,
or
benefit
derived
by
the
member:
(A)
In
the
conduct
or
winding
up
of
the
company's
activities
and
affairs;
(B)
From
a
use
by
the
member
of
the
company's
property;
or
(C)
From
the
appropriation
of
a
company
opportunity;
(2)
To
refrain
from
dealing
with
the
company
in
the
conduct
or
winding
up
of
the
company's
activities
and
affairs
as
or
on
behalf
of
a
person
having
an
interest
adverse
to
the
company;
and

17
(3)
To
refrain
from
competing
with
the
company
in
the
conduct
of
the
company's
activities
and
affairs
before
the
dissolution
of
the
company.
(c)
The
duty
of
care
of
a
member
of
a
member
-
managed
limited
liability
company
in
the
conduct
or
winding
up
of
the
company's
activities
and
affairs
is
to
refrain
from
engaging
in
grossly
negligent
or
reckless
conduct,
will-
ful
or
intentional
misconduct,
or
knowing
violation
of
law.
(d)
A
member
shall
discharge
the
duties
and
obligations
under
this
chapter
or
under
the
operating
agreement
and
exercise
any
rights
consis-
tently
with
the
contractual
obligation
of
good
faith
and
fair
dealing.
(e)
A
member
does
not
violate
a
duty
or
obligation
under
this
chapter
or
under
the
operating
agreement
solely
because
the
member's
conduct
furthers
the
member's
own
interest.
(f)
All
the
members
of
a
member
-
managed
limited
liability
company
or
a
manager
-
managed
limited
liability
company
may
authorize
or
ratify,
after
full
disclosure
of
all
material
facts,
a
specific
act
or
transaction
that
otherwise
would
violate
the
duty
of
loyalty.
(g)
It
is
a
defense
to
a
claim
under
subsection
(b)(2)
of
this
section
and
any
comparable
claim
in
equity
or
at
common
law
that
the
transaction
was
fair
to
the
limited
liability
company.
(h)
If,
as
permitted
by
subsection
(f)
or
(i)(6)
of
this
section
or
the
operating
agreement,
a
member
enters
into
a
transaction
with
the
limited
li-
ability
company
that
otherwise
would
be
prohibited
by
subsection
(b)(2)
of
this
section,
the
member's
rights
and
obligations
arising
from
the
transac-
tion
are
the
same
as
those
of
a
person
that
is
not
a
member.
(i)
In
a
manager
-
managed
limited
liability
company,
the
following
rules
apply:
(1)
Subsections
(a),
(b),
(c)
and
(g)
of
this
section
apply
to
the
man-
ager
or
managers
and
not
the
members.
(2)
The
duty
stated
under
subsection
(b)(3)
of
this
section
continues
until
winding
up
is
completed.
(3)
Subsection
(d)
of
this
section
applies
to
managers
and
members.
(4)
Subsection
(e)
of
this
section
applies
only
to
members.
(5)
The
power
to
ratify
under
subsection
(f)
of
this
section
applies
only
to
the
members.
(6)
Subject
to
subsection
(d)
of
this
section,
a
member
does
not
have
any
duty
to
the
company
or
to
any
other
member
solely
by
reason
of
being
a
member.
[30
-
25
-
409,
added
2015,
ch.
243,
sec.
46,
p.
884.]
30
-
25
-
410.
RIGHTS
TO
INFORMATION
OF
MEMBER,
MANAGER
AND
PERSON
DIS-
SOCIATED
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,
affairs,
financial
condition,
and
other
circumstances,
to
the
extent
the
information
is
material
to
the
member's
rights
and
duties
under
the
operating
agreement
or
this
act.
(2)
The
company
shall
furnish
to
each
member:
(A)
Without
demand,
any
information
concerning
the
company's
ac-
tivities,
affairs,
financial
condition,
and
other
circumstances
which
the
company
knows
and
is
material
to
the
proper
exercise
of
the
member's
rights
and
duties
under
the
operating
agreement
or

18
this
act,
except
to
the
extent
the
company
can
establish
that
it
reasonably
believes
the
member
already
knows
the
information;
and
(B)
On
demand,
any
other
information
concerning
the
company's
ac-
tivities,
affairs,
financial
condition,
and
other
circumstances,
except
to
the
extent
the
demand
for
the
information
demanded
is
un-
reasonable
or
otherwise
improper
under
the
circumstances.
(3)
The
duty
to
furnish
information
under
paragraph
(2)
of
this
subsec-
tion
also
applies
to
each
member
to
the
extent
the
member
knows
any
of
the
information
described
in
paragraph
(2)
of
this
subsection.
(b)
In
a
manager
-
managed
limited
liability
company,
the
following
rules
apply:
(1)
The
informational
rights
stated
in
subsection
(a)
of
this
section
and
the
duty
stated
in
subsection
(a)(3)
of
this
section
apply
to
the
managers
and
not
the
members.
(2)
During
regular
business
hours
and
at
a
reasonable
location
speci-
fied
by
the
company,
a
member
may
inspect
and
copy
information
regarding
the
activities,
affairs,
financial
condition,
and
other
circumstances
of
the
company
as
is
just
and
reasonable
if:
(A)
The
member
seeks
the
information
for
a
purpose
reasonably
re-
lated
to
the
member's
interest
as
a
member;
(B)
The
member
makes
a
demand
in
a
record
received
by
the
company,
describing
with
reasonable
particularity
the
information
sought
and
the
purpose
for
seeking
the
information;
and
(C)
The
information
sought
is
directly
connected
to
the
member's
purpose.
(3)
Not
later
than
ten
(10)
days
after
receiving
a
demand
pursuant
to
paragraph
(2)(B)
of
this
subsection,
the
company
shall
inform
in
a
record
the
member
that
made
the
demand
of:
(A)
What
information
the
company
will
provide
in
response
to
the
demand
and
when
and
where
the
company
will
provide
the
informa-
tion;
and
(B)
The
company's
reasons
for
declining,
if
the
company
declines
to
provide
any
demanded
information.
(4)
Whenever
this
act
or
an
operating
agreement
provides
for
a
member
to
vote
on
or
give
or
withhold
consent
to
a
matter,
before
the
vote
is
cast
or
consent
is
given
or
withheld,
the
company
shall,
without
demand,
provide
the
member
with
all
information
that
is
known
to
the
company
and
is
material
to
the
member's
decision.
(c)
Subject
to
subsection
(h)
of
this
section,
on
ten
(10)
days'
demand
made
in
a
record
received
by
a
limited
liability
company,
a
person
dissoci-
ated
as
a
member
may
have
access
to
the
information
to
which
the
person
was
entitled
while
a
member
if:
(1)
The
information
pertains
to
the
period
during
which
the
person
was
a
member;
(2)
The
person
seeks
the
information
in
good
faith;
and
(3)
The
person
satisfies
the
requirements
imposed
on
a
member
by
sub-
section
(b)(2)
of
this
section.
(d)
A
limited
liability
company
shall
respond
to
a
demand
made
pursuant
to
subsection
(c)
of
this
section
in
the
manner
provided
in
subsection
(b)(3)
of
this
section.
(e)
A
limited
liability
company
may
charge
a
person
that
makes
a
demand
under
this
section
the
reasonable
costs
of
copying,
limited
to
the
costs
of
labor
and
material.

19
(f)
A
member
or
person
dissociated
as
a
member
may
exercise
rights
under
this
section
through
an
agent
or,
in
the
case
of
an
individual
under
legal
disability,
a
legal
representative.
Any
restriction
or
condition
imposed
by
the
operating
agreement
or
under
subsection
(h)
of
this
section
applies
both
to
the
agent
or
legal
representative
and
to
the
member
or
person
dissociated
as
a
member.
(g)
Subject
to
section
30
-
25
-
504
,
Idaho
Code,
the
rights
under
this
section
do
not
extend
to
a
person
as
transferee.
(h)
In
addition
to
any
restriction
or
condition
stated
in
its
operating
agreement,
a
limited
liability
company,
as
a
matter
within
the
ordinary
course
of
its
activities
and
affairs,
may
impose
reasonable
restrictions
and
conditions
on
access
to
and
use
of
information
to
be
furnished
under
this
section,
including
designating
information
confidential
and
imposing
nondisclosure
and
safeguarding
obligations
on
the
recipient.
In
a
dispute
concerning
the
reasonableness
of
a
restriction
under
this
subsection,
the
company
has
the
burden
of
proving
reasonableness.
[30
-
25
-
410,
added
2015,
ch.
243,
sec.
46,
p.
885.]
PART
5
TRANSFERABLE
INTERESTS
AND
RIGHTS
OF
TRANSFEREES
AND
CREDITORS
30
-
25
-
501.
NATURE
OF
TRANSFERABLE
INTEREST.
A
transferable
interest
is
personal
property.
[30
-
25
-
501,
added
2015,
ch.
243,
sec.
47,
p.
887.]
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
af-
fairs;
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
ac-
tivities
and
affairs;
or
(B)
Except
as
otherwise
provided
in
subsection
(c)
of
this
sec-
tion,
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
trans-
fer,
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.

20
(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
trans-
fer.
(f)
A
transfer
of
a
transferable
interest
in
violation
of
a
restriction
on
transfer
contained
in
the
operating
agreement
is
ineffective
as
to
a
per-
son
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
be-
comes
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.
[30
-
25
-
502,
added
2015,
ch.
243,
sec.
47,
p.
887.]
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
trans-
ferable
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
in-
terest
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
distribu-
tions
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
or-
der,
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
or-
der.
(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
mem-
ber,
and
is
subject
to
section
30
-
25
-
502
,
Idaho
Code.
(d)
At
any
time
before
foreclosure
under
subsection
(c)
of
this
sec-
tion,
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
sec-
tion,
a
limited
liability
company
or
one
(1)
or
more
members
whose
transfer-
able
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;

21
(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
bene-
fit
of
any
exemption
laws
applicable
to
the
transferable
interest
of
the
mem-
ber
or
transferee.
(h)
This
section
provides
the
exclusive
remedy
by
which
a
person
seek-
ing
in
the
capacity
of
judgment
creditor
to
enforce
a
judgment
against
a
mem-
ber
or
transferee
may
satisfy
the
judgment
from
the
judgment
debtor's
trans-
ferable
interest.
[30
-
25
-
503,
added
2015,
ch.
243,
sec.
47,
p.
887.]
30
-
25
-
504.
POWER
OF
LEGAL
REPRESENTATIVE
OF
DECEASED
MEMBER.
If
a
mem-
ber
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.
[30
-
25
-
504,
added
2015,
ch.
243,
sec.
47,
p.
888.]
PART
6
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
dissoci-
ation:
(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
lia-
bility
company
and:
(A)
The
person
withdraws
as
a
member
by
express
will;
(B)
The
person
is
expelled
as
a
member
by
judicial
order
under
sec-
tion
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
busi-
ness
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.
[30
-
25
-
601,
added
2015,
ch.
243,
sec.
48,
p.
888.]
30
-
25
-
602.
EVENTS
CAUSING
DISSOCIATION.
A
person
is
dissociated
as
a
member
when:

22
(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
with-
drawal
date
later
than
the
date
the
company
had
known
or
had
notice,
on
that
later
date;
(2)
An
event
stated
in
the
operating
agreement
as
causing
the
person's
dissociation
occurs;
(3)
The
person's
entire
interest
is
transferred
in
a
foreclosure
sale
under
section
30
-
25
-
503
(f),
Idaho
Code;
(4)
The
person
is
expelled
as
a
member
pursuant
to
the
operating
agree-
ment;
(5)
The
person
is
expelled
as
a
member
by
the
affirmative
vote
or
con-
sent
of
all
the
other
members
if:
(A)
It
is
unlawful
to
carry
on
the
limited
liability
company's
activi-
ties
and
affairs
with
the
person
as
a
member;
(B)
There
has
been
a
transfer
of
all
the
person's
transferable
interest
in
the
company,
other
than:
(i)
A
transfer
for
security
purposes;
or
(ii)
A
charging
order
in
effect
under
section
30
-
25
-
503
,
Idaho
Code,
that
has
not
been
foreclosed;
(C)
The
person
is
an
entity
and:
(i)
The
company
notifies
the
person
that
it
will
be
expelled
as
a
member
because
the
person
has
filed
a
statement
of
dissolution
or
the
equivalent,
the
person
has
been
administratively
dissolved,
the
person's
charter
or
the
equivalent
has
been
revoked,
or
the
person's
right
to
conduct
business
has
been
suspended
by
the
per-
son's
jurisdiction
of
formation;
and
(ii)
Not
later
than
ninety
(90)
days
after
the
notification,
the
statement
of
dissolution
or
the
equivalent
has
not
been
withdrawn,
rescinded,
or
revoked,
the
person
has
not
been
reinstated,
or
the
person's
charter
or
the
equivalent
or
right
to
conduct
business
has
not
been
reinstated;
or
(D)
The
person
is
an
unincorporated
entity
that
has
been
dissolved
and
whose
activities
and
affairs
are
being
wound
up;
(6)
On
application
by
the
limited
liability
company
or
a
member
in
a
di-
rect
action
under
section
30
-
25
-
801
,
Idaho
Code,
the
person
is
expelled
as
a
member
by
judicial
order
because
the
person:
(A)
Has
engaged
or
is
engaging
in
wrongful
conduct
that
has
affected
adversely
and
materially,
or
will
affect
adversely
and
materially,
the
company's
activities
and
affairs;
(B)
Has
committed
willfully
or
persistently,
or
is
committing
will-
fully
or
persistently,
a
material
breach
of
the
operating
agreement
or
a
duty
or
obligation
under
section
30
-
25
-
409
,
Idaho
Code;
or
(C)
Has
engaged
or
is
engaging
in
conduct
relating
to
the
company's
ac-
tivities
and
affairs
which
makes
it
not
reasonably
practicable
to
carry
on
the
activities
and
affairs
with
the
person
as
a
member;
(7)
In
the
case
of
an
individual:
(A)
The
individual
dies;
or
(B)
In
a
member
-
managed
limited
liability
company:
(i)
A
guardian
or
general
conservator
for
the
individual
is
ap-
pointed;
or
(ii)
A
court
orders
that
the
individual
has
otherwise
become
inca-
pable
of
performing
the
individual's
duties
as
a
member
under
this
chapter
or
the
operating
agreement;

23
(8)
In
a
member
-
managed
limited
liability
company,
the
person:
(A)
Becomes
a
debtor
in
bankruptcy;
(B)
Executes
an
assignment
for
the
benefit
of
creditors;
or
(C)
Seeks,
consents
to,
or
acquiesces
in
the
appointment
of
a
trustee,
receiver,
or
liquidator
of
the
person
or
of
all
or
substantially
all
the
person's
property;
(9)
In
the
case
of
a
person
that
is
a
testamentary
or
inter
vivos
trust
or
is
acting
as
a
member
by
virtue
of
being
a
trustee
of
such
a
trust,
the
trust's
entire
transferable
interest
in
the
limited
liability
company
is
distributed;
(10)
In
the
case
of
a
person
who
is
an
estate
or
is
acting
as
a
member
by
virtue
of
being
a
personal
representative
of
an
estate,
the
estate's
entire
transferable
interest
in
the
limited
liability
company
is
distributed;
(11)
In
the
case
of
a
person
that
is
not
an
individual,
the
existence
of
the
person
terminates;
(12)
The
limited
liability
company
participates
in
a
merger
under
chapter
22,
title
30
,
Idaho
Code,
and:
(A)
The
company
is
not
the
surviving
entity;
or
(B)
Otherwise
as
a
result
of
the
merger,
the
person
ceases
to
be
a
mem-
ber;
(13)
The
limited
liability
company
participates
in
an
interest
exchange
under
chapter
22,
title
30
,
Idaho
Code,
and,
as
a
result
of
the
interest
ex-
change,
the
person
ceases
to
be
a
member;
(14)
The
limited
liability
company
participates
in
a
conversion
under
chapter
22,
title
30
,
Idaho
Code;
(15)
The
limited
liability
company
participates
in
a
domestication
un-
der
chapter
22,
title
30
,
Idaho
Code,
and,
as
a
result
of
the
domestication,
the
person
ceases
to
be
a
member;
(16)
The
limited
liability
company
dissolves
and
completes
winding
up;
or
(17)
In
the
case
of
a
professional
entity,
restrictions
or
limitations
are
placed
upon
a
member's
ability
to
continue
to
render
professional
ser-
vices.
[30
-
25
-
602,
added
2015,
ch.
243,
sec.
48,
p.
889.]
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
ter-
minates;
(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
occur-
ring
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
per-
son'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
liabil-
ity
company
or
the
other
members
which
the
person
incurred
while
a
member.
[30
-
25
-
603,
added
2015,
ch.
243,
sec.
48,
p.
890.]

24
PART
7
DISSOLUTION
AND
WINDING
UP
30
-
25
-
701.
EVENTS
CAUSING
DISSOLUTION.
(a)
A
limited
liability
company
is
dissolved,
and
its
activities
and
affairs
must
be
wound
up,
upon
the
oc-
currence
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
com-
pany
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
ef-
fective;
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
activi-
ties
and
affairs
is
unlawful;
or
(B)
It
is
not
reasonably
practicable
to
carry
on
the
company's
ac-
tivities
and
affairs
in
conformity
with
the
certificate
of
organi-
zation
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.
[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.]
30
-
25
-
702.
WINDING
UP.
(a)
A
dissolved
limited
liability
company
shall
wind
up
its
activities
and
affairs
and,
except
as
otherwise
provided
in
sec-
tion
30
-
25
-
703
,
Idaho
Code,
the
company
continues
after
dissolution
only
for
the
purpose
of
winding
up.
(b)
In
winding
up
its
activities
and
affairs,
a
limited
liability
com-
pany:
(1)
Shall
discharge
the
company's
debts,
obligations,
and
other
lia-
bilities,
settle
and
close
the
company's
activities
and
affairs,
and
marshal
and
distribute
the
assets
of
the
company;
and
(2)
May:
(A)
Deliver
to
the
secretary
of
state
for
filing
a
statement
of
dissolution
stating
the
name
of
the
company
and
that
the
company
is
dissolved;
(B)
Preserve
the
company
activities,
affairs,
and
property
as
a
going
concern
for
a
reasonable
time;
(C)
Prosecute
and
defend
actions
and
proceedings,
whether
civil,
criminal,
or
administrative;

25
(D)
Transfer
the
company's
property;
(E)
Settle
disputes
by
mediation
or
arbitration;
(F)
Deliver
to
the
secretary
of
state
for
filing
a
statement
of
termination
stating
the
name
of
the
company
and
that
the
company
is
terminated;
and
(G)
Perform
other
acts
necessary
or
appropriate
to
the
winding
up.
(c)
If
a
dissolved
limited
liability
company
has
no
members,
the
legal
representative
of
the
last
person
to
have
been
a
member
may
wind
up
the
ac-
tivities
and
affairs
of
the
company.
If
the
person
does
so,
the
person
has
the
powers
of
a
sole
manager
under
section
30
-
25
-
407
(c),
Idaho
Code,
and
is
deemed
to
be
a
manager
for
the
purposes
of
section
30
-
25
-
304
(a),
Idaho
Code.
(d)
If
the
legal
representative
under
subsection
(c)
of
this
section
declines
or
fails
to
wind
up
the
limited
liability
company's
activities
and
affairs,
a
person
may
be
appointed
to
do
so
by
the
consent
of
transferees
own-
ing
a
majority
of
the
rights
to
receive
distributions
as
transferees
at
the
time
the
consent
is
to
be
effective.
A
person
appointed
under
this
subsec-
tion:
(1)
Has
the
powers
of
a
sole
manager
under
section
30
-
25
-
407
(c),
Idaho
Code,
and
is
deemed
to
be
a
manager
for
the
purposes
of
section
30
-
25
-
304
(a),
Idaho
Code;
and
(2)
Shall
deliver
promptly
to
the
secretary
of
state
for
filing
an
amendment
to
the
company's
certificate
of
organization
stating:
(A)
That
the
company
has
no
members;
(B)
The
name
and
street
and
mailing
addresses
of
the
person;
and
(C)
That
the
person
has
been
appointed
pursuant
to
this
subsection
to
wind
up
the
company.
(e)
The
district
court
may
order
judicial
supervision
of
the
winding
up
of
a
dissolved
limited
liability
company,
including
the
appointment
of
a
person
to
wind
up
the
company's
activities
and
affairs:
(1)
On
the
application
of
a
member,
if
the
applicant
establishes
good
cause;
(2)
On
the
application
of
a
transferee,
if:
(A)
The
company
does
not
have
any
members;
(B)
The
legal
representative
of
the
last
person
to
have
been
a
mem-
ber
declines
or
fails
to
wind
up
the
company's
activities;
and
(C)
Within
a
reasonable
time
following
the
dissolution,
a
person
has
not
been
appointed
pursuant
to
subsection
(c)
of
this
section;
or
(3)
In
connection
with
a
proceeding
under
section
30
-
25
-
701
(a),
Idaho
Code.
[30
-
25
-
702,
added
2015,
ch.
243,
sec.
49,
p.
891.]
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
ef-
fective,
the
delivery
to
the
secretary
of
state
for
filing
of
a
state-

26
ment
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
fil-
ing
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
effec-
tive
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.
[30
-
25
-
703,
added
2015,
ch.
243,
sec.
49,
p.
892;
am.
2021,
ch.
321,
sec.
9,
p.
950.]
30
-
25
-
704.
KNOWN
CLAIMS
AGAINST
DISSOLVED
LIMITED
LIABILITY
COM-
PANY.
(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.
[30
-
25
-
704,
added
2015,
ch.
243,
sec.
49,
p.
893.]
30
-
25
-
705.
OTHER
CLAIMS
AGAINST
DISSOLVED
LIMITED
LIABILITY
COM-
PANY.
(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
(a)
of
this
section
must:

27
(1)
Be
published
at
least
once
in
a
newspaper
of
general
circulation
in
the
county
in
this
state
in
which
the
dissolved
limited
liability
com-
pany's
principal
office
is
located
or,
if
the
principal
office
is
not
located
in
this
state,
in
the
county
in
which
the
office
of
the
company's
registered
agent
is
or
was
last
located;
(2)
Describe
the
information
required
to
be
contained
in
a
claim,
state
that
the
claim
must
be
in
writing,
and
provide
a
mailing
address
to
which
the
claim
is
to
be
sent;
and
(3)
State
that
a
claim
against
the
company
is
barred
unless
an
action
to
enforce
the
claim
is
commenced
not
later
than
three
(3)
years
after
publication
of
the
notice.
(c)
If
a
dissolved
limited
liability
company
publishes
a
notice
in
ac-
cordance
with
subsection
(2)
of
this
section,
the
claim
of
each
of
the
fol-
lowing
claimants
is
barred
unless
the
claimant
commences
an
action
to
en-
force
the
claim
against
the
company
not
later
than
three
(3)
years
after
the
publication
date
of
the
notice:
(1)
A
claimant
that
did
not
receive
notice
in
a
record
under
section
30
-
25
-
704
,
Idaho
Code;
(2)
A
claimant
whose
claim
was
timely
sent
to
the
company
but
not
acted
on;
and
(3)
A
claimant
whose
claim
is
contingent
at,
or
based
on
an
event
occur-
ring
after,
the
date
of
dissolution.
(d)
A
claim
not
barred
under
this
section
or
section
30
-
25
-
704
,
Idaho
Code,
may
be
enforced:
(1)
Against
a
dissolved
limited
liability
company,
to
the
extent
of
its
undistributed
assets;
and
(2)
Except
as
otherwise
provided
in
section
30
-
25
-
706
,
Idaho
Code,
if
assets
of
the
company
have
been
distributed
after
dissolution,
against
a
member
or
transferee
to
the
extent
of
that
person's
proportionate
share
of
the
claim
or
of
the
company's
assets
distributed
to
the
member
or
transferee
after
dissolution,
whichever
is
less,
but
a
person's
total
liability
for
all
claims
under
this
paragraph
may
not
exceed
the
total
amount
of
assets
distributed
to
the
person
after
dissolution.
[30
-
25
-
705,
added
2015,
ch.
243,
sec.
49,
p.
893;
am.
2021,
ch.
321,
sec.
10,
p.
950.]
30
-
25
-
706.
COURT
PROCEEDINGS.
(a)
A
dissolved
limited
liability
com-
pany
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
not
located
in
this
state,
where
the
office
of
its
registered
agent
is
or
was
last
located,
for
a
determination
of
the
amount
and
form
of
security
to
be
provided
for
pay-
ment
of
claims
that
are
reasonably
expected
to
arise
after
the
date
of
disso-
lution
based
on
facts
known
to
the
company
and:
(1)
At
the
time
of
application:
(A)
Are
contingent;
or
(B)
Have
not
been
made
known
to
the
company;
or
(2)
Are
based
on
an
event
occurring
after
the
date
of
dissolution.
(b)
Security
is
not
required
for
any
claim
that
is
or
is
reasonably
an-
ticipated
to
be
barred
under
section
30
-
25
-
705
,
Idaho
Code.
(c)
Not
later
than
ten
(10)
days
after
the
filing
of
an
application
un-
der
subsection
(a)
of
this
section,
the
dissolved
limited
liability
company

28
shall
give
notice
of
the
proceeding
to
each
claimant
holding
a
contingent
claim
known
to
the
company.
(d)
In
a
proceeding
under
this
section,
the
court
may
appoint
a
guardian
ad
litem
to
represent
all
claimants
whose
identities
are
unknown.
The
rea-
sonable
fees
and
expenses
of
the
guardian,
including
all
reasonable
expert
witness
fees,
must
be
paid
by
the
dissolved
limited
liability
company.
(e)
A
dissolved
limited
liability
company
that
provides
security
in
the
amount
and
form
ordered
by
the
court
under
subsection
(a)
of
this
section
satisfies
the
company's
obligations
with
respect
to
claims
that
are
contin-
gent,
have
not
been
made
known
to
the
company,
or
are
based
on
an
event
oc-
curring
after
the
date
of
dissolution,
and
such
claims
may
not
be
enforced
against
a
member
or
transferee
on
account
of
assets
received
in
liquidation.
[30
-
25
-
706,
added
2015,
ch.
243,
sec.
49,
p.
894.]
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
credi-
tors.
(b)
After
a
limited
liability
company
complies
with
subsection
(a)
of
this
section,
any
surplus
must
be
distributed
in
the
following
order,
sub-
ject
to
any
charging
order
in
effect
under
section
30
-
25
-
503
,
Idaho
Code:
(1)
To
each
person
owning
a
transferable
interest
that
reflects
contri-
butions
made
and
not
previously
returned,
an
amount
equal
to
the
value
of
the
unreturned
contributions;
and
(2)
Among
members
and
persons
dissociated
as
members
in
proportion
to
their
respective
rights
to
share
in
distributions
immediately
before
the
dissolution
of
the
company,
except
to
the
extent
necessary
to
com-
ply
with
any
transfer
effective
under
section
30
-
25
-
502
,
Idaho
Code.
(c)
If
a
limited
liability
company
does
not
have
sufficient
surplus
to
comply
with
subsection
(b)(1)
of
this
section,
any
surplus
must
be
distributed
among
the
owners
of
transferable
interests
in
proportion
to
the
value
of
the
respective
unreturned
contributions.
(d)
All
distributions
made
under
subsections
(b)
and
(c)
of
this
sec-
tion
must
be
paid
in
money.
[30
-
25
-
707,
added
2015,
ch.
243,
sec.
49,
p.
894.]
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
-
section
30
-
21
-
604
,
Idaho
Code.
[30
-
25
-
708,
added
2015,
ch.
243,
sec.
49,
p.
895.]
PART
8
ACTIONS
BY
MEMBERS
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

29
and
protect
the
member's
interests,
including
rights
and
interests
under
the
operating
agreement
or
this
act
or
arising
independently
of
the
membership
relationship.
(2)
A
member
maintaining
a
direct
action
under
this
section
must
plead
and
prove
an
actual
or
threatened
injury
that
is
not
solely
the
result
of
an
injury
suffered
or
threatened
to
be
suffered
by
the
limited
liability
com-
pany.
[30
-
25
-
801,
added
2015,
ch.
243,
sec.
50,
p.
895.]
30
-
25
-
802.
DERIVATIVE
ACTION.
A
member
may
maintain
a
derivative
ac-
tion
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
lim-
ited
liability
company,
requesting
that
they
cause
the
company
to
bring
an
action
to
enforce
the
right,
and
the
managers
or
other
members
do
not
bring
the
action
within
a
reasonable
time;
or
(2)
A
demand
under
subsection
(1)
of
this
section
would
be
futile.
[30
-
25
-
802,
added
2015,
ch.
243,
sec.
50,
p.
895.]
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
mem-
ber
at
the
time
the
action
is
commenced
and:
(1)
Was
a
member
when
the
conduct
giving
rise
to
the
action
occurred;
or
(2)
Whose
status
as
a
member
devolved
on
the
person
by
operation
of
law
or
pursuant
to
the
terms
of
the
operating
agreement
from
a
person
that
was
a
member
at
the
time
of
the
conduct.
[30
-
25
-
803,
added
2015,
ch.
243,
sec.
50,
p.
895.]
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
-
804,
added
2015,
ch.
243,
sec.
50,
p.
896.]
30
-
25
-
805.
SPECIAL
LITIGATION
COMMITTEE.
(a)
If
a
limited
liability
company
is
named
as
or
made
a
party
in
a
derivative
proceeding,
the
com-
pany
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
company.
If
the
company
appoints
a
special
litigation
committee,
on
motion
by
the
committee
made
in
the
name
of
the
company,
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
-
25
-
410
,
Idaho
Code;
or
(2)
Granting
extraordinary
relief
in
the
form
of
a
temporary
restrain-
ing
order
or
preliminary
injunction.
(b)
A
special
litigation
committee
must
be
composed
of
one
(1)
or
more
disinterested
and
independent
individuals,
who
may
be
members.

30
(c)
A
special
litigation
committee
may
be
appointed:
(1)
In
a
member
-
managed
limited
liability
company:
(A)
By
the
consent
of
a
majority
of
the
members
not
named
as
par-
ties
in
the
proceeding;
or
(B)
If
all
members
are
named
as
parties
in
the
proceeding,
by
a
ma-
jority
of
the
members
named
as
defendants;
or
(2)
In
a
manager
-
managed
limited
liability
company:
(A)
By
a
majority
of
the
managers
not
named
as
parties
in
the
pro-
ceeding;
or
(B)
If
all
managers
are
named
as
parties
in
the
proceeding,
by
a
majority
of
the
managers
named
as
defendants.
(d)
After
appropriate
investigation,
a
special
litigation
committee
may
determine
that
it
is
in
the
best
interests
of
the
limited
liability
com-
pany
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.
[30
-
25
-
805,
added
2015,
ch.
243,
sec.
50,
p.
896.]
30
-
25
-
806.
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
liability
company
and
not
to
the
plaintiff;
and
(2)
If
the
plaintiff
receives
any
proceeds,
the
plaintiff
shall
remit
them
immediately
to
the
company.
(b)
If
a
derivative
action
is
successful
in
whole
or
in
part,
the
court
may
award
the
plaintiff
reasonable
expenses,
including
reasonable
attor-
ney's
fees
and
costs,
from
the
recovery
of
the
limited
liability
company.
(c)
A
derivative
action
on
behalf
of
a
limited
liability
company
may
not
be
voluntarily
dismissed
or
settled
without
the
court's
approval.
[30
-
25
-
806,
added
2015,
ch.
243,
sec.
50,
p.
896.]
CHAPTER
26
[RESERVED]