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The main reason people form LLCs is to avoid personal liability for the debts of a business they own or are involved in. By forming an LLC, only the LLC is liable for the debts and liabilities incurred by the businessnot the owners or managers.
All LLC's should have an operating agreement, a document that describes the operations of the LLC and sets forth the agreements between the members (owners) of the business. An operating agreement is similar to the bylaws that guide a corporation's board of directors and a partnership agreement.
Many LLC Acts have a provision dealing with indemnification. Some have a general statement that an LLC must indemnify members or managers for liabilities they incurred in the ordinary course of the business of the company.
The eponymous characteristic of the limited liability company (LLC) is that the LLC, as a separate legal entity, is liable for its obligations to others and that no other person, whether as owner or agent, is vicariously liable for those same obligations.
For investment companies like mutual funds, corporate indemnification of a director is not permitted under Section 17(h) of the Investment Company Act of 1940 (1940 Act) for willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his sic officeso called
The application must be signed by an authorized person. Please identify the name of the signer by typing his/her name below the signature. Enclose the appropriate fee (make checks payable to Idaho Secretary of State): a. The fee is $50.00 (includes additional $20.00 for a non-electronic form for manual entry).
An LLC operating agreement is not required in Idaho, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed.
An Idaho LLC operating agreement is a legal document that lays out the organizational structure of your LLC. It covers important business procedures, such as voting, transferring membership interest, allocating profits and losses, and dissolution (should it ever come to that).
Indemnification is a key protection for officers, directors and key employees, and the scope of an LLC's or corporation's indemnity provisions demands close attention. In an LLC, indemnification is completely discretionary and the scope of indemnification, if any, can be defined in the LLC's Operating Agreement.
Limited Liability Company (LLC) Operates under a legal contract between the owners called an Operating Agreement. All LLCs, including single member ones, need a legal Operating Agreement created by an attorney that conforms with Idaho law.