§ 489.408 — Reimbursement, indemnification, advancement, and insurance

Iowa § 489.408

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 489: UNIFORM LIMITED LIABILITY COMPANY ACT

Text

1. A limited liability company shall reimburse a member of a member-managed limited
liability company or the manager of a manager-managed limited liability company for any
payment made by the member or manager in the course of the member’s or manager’s
activities on behalf of the company, if the member or manager complied with sections
489.405, 489.407, and 489.409 in making the payment.
2. 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
bythepersonbyreasonoftheperson’sformerorpresentcapacityasamemberormanager, if
the claim, demand, debt, obligation, or other liability does not arise from the person’s breach
of section 489.405, 489.407, or 489.409.
3. In the ordinary course of its activities and affairs, a limited liability company may
advance reasonable expenses, including attorney’s fees and costs, incurred by a person in
connection with a claim or demand against the person by reason of the person’s former or

present capacity as a member or manager, if the person promises to repay the company if
the person ultimately is determined not to be entitled to be indemnified under subsection 2.
4. 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 489.105, subsection 3,
paragraph “g”, the operating agreement could not eliminate or limit the person’s liability to
the company for the conduct giving rise to the liability.