Idaho Code § 30-25-101 SHORT TITLE.
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.]
GENERAL PROVISIONS
Idaho Code tit. 30, ch. 30-25, pt. 30-25-1
in effectIdaho Code § 30-25-102 DEFINITIONS.
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 interest 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 relinquishment of any right to participate as a member in the management 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 compensation 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 chapter 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 liability 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 section 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 liability company that is not a manager-managed limited liability company.
(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 member. 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 chapter:
(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.]
Idaho Code § 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.
[30-25-103, added 2015, ch. 243, sec. 43, p. 872; am. 2021, ch. 321, sec. 5, p. 948.]
Idaho Code § 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.
[30-25-104, added 2015, ch. 243, sec. 43, p. 873.]
Idaho Code § 30-25-105 OPERATING AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
30-25-105. OPERATING AGREEMENT — SCOPE — FUNCTION — LIMITATIONS.
(a) Except as otherwise provided in subsections (c) and (d) of this section, the operating agreement governs:
(1) Relations among the members as members and between the members and the limited liability company;
(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 matter.
(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 reasonable restrictions on the availability and use of information obtained 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 affairs 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 operating 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 exchange, 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 section 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 assets 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 responsibility on one (1) or more other members, the agreement also may eliminate or limit any fiduciary duty of the member relieved of the responsibility 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 involving bad faith, willful or intentional misconduct, or knowing violation 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:
(1) Shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and
(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent 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.]
Idaho Code § 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.
[30-25-106, added 2015, ch. 243, sec. 43, p. 874.]
Idaho Code § 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.
[30-25-107, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 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.
[30-25-108, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 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.
[30-25-109, added 2015, ch. 243, sec. 43, p. 875.]
Idaho Code § 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.
[30-25-110, added 2015, ch. 243, sec. 43, p. 875; am. 2021, ch. 321, sec. 6, p. 949.]
Idaho Code § 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.
[30-25-111, added 2015, ch. 243, sec. 43, p. 876.]
Source: Idaho State Legislature (legislature.idaho.gov)URL: https://legislature.idaho.gov/statutesrules/idstat/Title30/T30CH25PT1/Fetched: 10/20/2026