Idaho § 30-25-107 OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY

Idaho Statutes

§ 30-25-107 — OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY

Idaho § 30-25-107

Title 30CORPORATIONS

Part 1GENERAL PROVISIONS

Ch. 25LIMITED LIABILITY COMPANIES

This text of Idaho § 30-25-107 (OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY) is published on Counsel Stack Legal Research, covering Idaho primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Idaho Code § 30-25-107 (2026).

Text

(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 liabil

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(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.