Idaho Single-Member LLC Operating Agreement

The Operating Agreement governs the relations among the Members and between the Members and the Company. It may not, however, vary the choice of Idaho law, unreasonably restrict a Member's right to information, or eliminate the implied covenant of good faith and fair dealing (Idaho Code Section 30-25-105(c)). Any modification of the duty of loyalty or duty of care must not be manifestly unreasonable. Where the Agreement is silent, the Idaho Uniform Limited Liability Company Act supplies the default rule.

A debt, obligation, or other liability of the Company is solely the Company's, and a Member or Manager is not personally liable for it solely by reason of being or acting as a Member or Manager (Idaho Code Section 30-25-304(a)). This applies even after dissolution. The Company's failure to observe formalities relating to the exercise of its powers or management of its activities is not, by itself, a ground for imposing personal liability on a Member or Manager (Idaho Code Section 30-25-304(b)).

An Idaho LLC is member-managed by default unless THIS OPERATING AGREEMENT states that the Company is manager-managed -- the election is made here, not in the Certificate of Organization filed with the Secretary of State (Idaho Code Section 30-25-407(a)). In the default member-managed structure, each Member has equal management rights; a matter in the ordinary course of business may be decided by a majority of the Members; but amending this Agreement or acting outside the ordinary course requires the consent of all Members (Idaho Code Section 30-25-407(b)).

Members and Managers with authority to direct and oversee the Company owe duties of loyalty and care (Idaho Code Section 30-25-409). The Operating Agreement may alter the duty of care and alter or eliminate specific aspects of the duty of loyalty, PROVIDED the alteration is not manifestly unreasonable (Idaho Code Section 30-25-105(d)). The implied covenant of good faith and fair dealing can never be eliminated, and no Member or Manager may be relieved of liability for bad faith, willful or intentional misconduct, or a knowing violation of law (Idaho Code Section 30-25-105(c)).

A Member's contribution may consist of property transferred, services performed, or another benefit provided to the Company, or an agreement to provide any of those (Idaho Code Section 30-25-402). A Member's obligation to make a contribution is not excused by death, disability, or any other inability to perform, and if a promised non-cash contribution is not delivered, the Company may demand cash equal to its value (Idaho Code Section 30-25-403).

Unless the Operating Agreement provides otherwise, distributions made before the Company's dissolution and winding up must be in EQUAL SHARES among the Members, not in proportion to each Member's capital contribution (Idaho Code Section 30-25-404(a)). A Member's dissociation does not, by itself, entitle that Member to a distribution (Idaho Code Section 30-25-404(b)). The Operating Agreement can set a different split.

In a member-managed Company, a matter in the ordinary course of business may be decided by a majority of the Members (Idaho Code Section 30-25-407(b)(3)). Amending this Agreement, or any act outside the ordinary course, requires the affirmative vote or consent of ALL Members (Idaho Code Section 30-25-407(b)(4)).

A transferee of an Idaho LLC interest receives only the right to distributions the transferor would have received -- no right to participate in management or access Company records (Idaho Code Section 30-25-502). A transfer restriction stated in the Operating Agreement is enforceable against a transferee who has knowledge or notice of the restriction at the time of transfer.

A Member has the power to dissociate at any time, rightfully or wrongfully, including by express withdrawal (Idaho Code Section 30-25-601). A Member who wrongfully dissociates is liable to the Company and other Members for resulting damages. By default, dissociation does not, by itself, entitle the dissociated Member to any distribution (Idaho Code Section 30-25-404(b)) -- the Operating Agreement can set different buyout terms.

In addition to any event the Operating Agreement itself states causes dissolution, an Idaho LLC dissolves upon: the affirmative vote or written consent of all Members; having no members for 90 consecutive days; a district court's order (for unlawful, impracticable, or oppressive conduct); or administrative dissolution by the Secretary of State (Idaho Code Section 30-25-701).

Unless the Operating Agreement sets a different threshold, amending the Operating Agreement requires the affirmative vote or consent of ALL Members (Idaho Code Section 30-25-407(b)(4)(B)). This is a default rule, not merely a permitted option -- the Operating Agreement can lower the threshold if the Members agree to do so.

Unlike a purely optional or permissive rule, Idaho law MANDATES indemnification by default: the Company shall reimburse a Member or Manager for a compliant payment made on the Company's behalf, and shall indemnify and hold a person harmless from a claim or liability arising from that person's status as a Member or Manager, except where the claim arises from that person's own breach of the duties described above (Idaho Code Section 30-25-408). The Company may also advance litigation expenses and purchase insurance.

Idaho law gives a Member a statutory right to bring a DIRECT ACTION against another Member, a Manager, or the Company itself to enforce the Member's rights, separate from any derivative-action process (Idaho Code Section 30-25-801(a)). To bring a direct action, the Member must show an actual or threatened injury that is not solely the result of an injury suffered by the Company itself.