LLC Reimbursement, Indemnification, Advancement, and Insurance Requirements by State
When may or must an ordinary domestic LLC reimburse a company payment, indemnify a covered person, advance defense expenses, or buy insurance, and what statutory conditions or operating-agreement limits apply?
Jurisdictions
49 of 51 verified, 2 with no public source
Statutes checked
Every entry, oldest check September 23, 2026
Columns
9 per state
Access
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What this survey covers
The table compares four separate statutory mechanisms: repayment of a company expense paid by a person, protection against a claim or liability, payment of expenses while a claim is pending, and the company's authority to buy insurance. Each state's cell identifies who is covered and what its LLC law actually requires or permits.
Why the columns differ
Florida's § 605.0408 uses “may” for reimbursement and indemnification, limits indemnity for claims arising from specified statutory breaches, and requires a repayment promise for an ordinary-course expense advance. Its § 605.0105(3)(p) restricts what an operating agreement can provide (accessed September 23, 2026).
The District of Columbia's § 29-804.08(a) instead says a qualifying LLC “shall reimburse” and “indemnify” a member or manager who complied with the cited duties. Subsection (c) separately permits expense advances on a repayment promise (accessed September 23, 2026). The official Law Library directs automated readers to its public bulk XML, which contains the current section.
Delaware's § 18-108 permits an LLC, subject to standards and restrictions in its agreement, to indemnify a member, manager, or other person against “any and all claims and demands whatsoever.” That different statutory architecture makes agreement control and the type of protection separate columns (accessed September 23, 2026).
Scope boundaries
Permission to buy insurance does not prove that a policy covers a claim. Likewise, the table cannot decide disputed conduct, entitlement, expense reasonableness, insolvency, or the enforcement of an agreement. It reports the current statutory framework; read the state's cell and governing documents for the relevant capacity and event.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing LLC law and scope | Covered people and capacities | Company-payment reimbursement | Indemnification and conduct limits | Expense advancement and repayment | Insurance purchase authority | Approval and court procedure | Agreement control and survival | What the statute does not decide |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-23 | Ala. Code §§ 10A-5A-4.10, -1.08, -1.10, -4.07 govern LLC/series protection, agreement control, and decisions |
§ 10A-5A-4.10 names member or other person; agreement can grant rights to any person (§ 10A-5A-1.10(b)); review former-status terms |
May reimburse expenses incurred by a member or other person; § 10A-5A-4.10 does not make company-payment reimbursement mandatory |
May indemnify and hold harmless member or other person; § 10A-5A-4.10 states no separate conduct or claim-type test |
May pay in advance or reimburse incurred expenses; § 10A-5A-4.10 prescribes no written repayment undertaking |
May purchase and maintain insurance on behalf of member or other person (§ 10A-5A-4.10); policy terms determine coverage |
Agreement may choose governance; absent direction terms, member majority for ordinary matters and unanimity outside course (§ 10A-5A-4.07) |
Agreement governs internal relations; written duty/liability changes preserve good faith and bad-faith floor (§ 10A-5A-1.08); dissociated rights follow agreement (§ 10A-5A-1.10) |
Agreement, authorization, person and expense, actual conduct, and policy language control a specific outcome (§§ 10A-5A-1.08, -1.10, -4.07, -4.10) |
| Alaska verified 2026-09-23 | Alaska Stat. § 10.50.148 governs proceeding indemnity, success expenses, advances, survival and insurance; § 10.50.135(a) supplies manager conduct standard |
Present/former manager, managing member, employee or agent; requested service for another entity also covered (§ 10.50.148(a), (b), (f)–(g)) |
§ 10.50.148(a)–(b) reimburses proceeding expenses, not a general ordinary-business company payment; success expenses mandatory under (c) |
May cover outside judgments/fines/settlements/expenses on good faith, company-interest and criminal-law tests; company claims cover expenses, with adjudicated-negligence/misconduct bar subject to court exception; successful defense expenses mandatory (§ 10.50.148(a)–(c)) |
May advance reasonable civil/criminal defense expenses on member determination, manager/managing-member written good-faith affirmation, all-recipient unlimited written repayment undertaking and favorable known facts (§ 10.50.148(d)–(e)) |
May insure current/former covered capacity or status even when LLC lacks indemnity power (§ 10.50.148(g)) |
Members determine permissive indemnity and advances unless court orders otherwise; court may allow expenses despite adjudicated negligence/misconduct in company action (§ 10.50.148(b), (d)–(e)) |
§ 10.50.148(f) makes statutory protection nonexclusive and continues indemnity after departure to heirs, executors and administrators; § 10.50.148 states no agreement-specific override formula |
Role, proceeding type, good faith, liability finding, expense amount, member decision, other rights and policy coverage need case-specific review |
| Arizona verified 2026-09-23 | A.R.S. § 29-3408 separates mandatory company-payment reimbursement/indemnity from optional advances, expanded protection, and insurance |
A/D: present/former member-managed members or manager-managed managers; B/C: present/former member or manager; E: member/manager (§ 29-3408) |
Shall reimburse qualifying company-activity payment by covered present/former manager/member on compliance with referenced duties as modified (§ 29-3408(A)) |
Shall indemnify member/manager capacity claims, demands, debts, obligations, liabilities absent listed agreement/statutory breach; D permits more with unanimous informed approval (§ 29-3408(B),(D)) |
May advance reasonable claim/demand expenses including fees/costs; recipient must repay if ultimately not entitled under B (§ 29-3408(C)) |
May insure member/manager capacity or status liability even if agreement could not eliminate/limit underlying company liability (§ 29-3408(E)) |
All members must approve after material-fact disclosure for D protection concerning violation; no special court route in § 29-3408 |
A/B/D apply referenced duties as agreement modifies them; D needs informed unanimity for violations; A-D expressly name former roles (§ 29-3408) |
Capacity, activity, duty compliance/breach, reasonableness, ultimate indemnity, member approval, and policy terms matter (§ 29-3408) |
| Arkansas verified 2026-09-23 | Ark. Code §§ 4-38-110, -407–-408: Chapter 38 applies to Arkansas LLCs; separate reimbursement, claim indemnity, advance, and insurance routes |
Company payment: member of member-managed or manager of manager-managed LLC; indemnity/advance: present or former member or manager; insurance: member or manager (§ 4-38-408) |
Must reimburse company-activity payment if §§ 4-38-405, -407, -409 complied with; separate member excess-capital advance is repaid with interest (§§ 4-38-408(a), -407(f)–(g)) |
Must indemnify capacity-linked claim, demand, debt, obligation or liability unless arising from breach of §§ 4-38-405, -407, -409 (§ 4-38-408(b)) |
May advance reasonable claim expenses in ordinary course on promise to repay if ultimately not entitled to subsection (b) indemnity (§ 4-38-408(c)) |
May insure member/manager status liability even if agreement could not exculpate underlying conduct (§ 4-38-408(d)) |
§ 4-38-408 states no special indemnity approval vote or court route; ordinary member/manager management follows § 4-38-407(b)–(c) |
Agreement may vary Chapter 38 subject to § 4-38-105(e)–(f) duty, good-faith, and exoneration limits; § 4-38-408(b)–(c) expressly covers former status |
Actual capacity, breach, reasonableness, repayment, agreement effect, and policy coverage require case-specific review (§§ 4-38-105, -408) |
| California verified 2026-09-23 | Cal. Corp. Code § 17704.08 separates member/manager payment, other-person protection, insurance, and successful-defense expenses |
Member-managed member or manager-managed manager under § 17704.08(a); other persons under (b); current/former agent and requested service under (d) |
Shall reimburse qualifying member/manager payment in company activity if § 17704.09 duties met; may reimburse other persons (§ 17704.08(a)-(b)) |
Shall cover qualifying member/manager debt/obligation/liability; may cover others; successful good-faith agent defense expenses mandatory (§ 17704.08(a),(b),(d)) |
§ 17704.08(d) covers expenses after successful defense; surveyed section sets no advance or repayment-undertaking procedure |
May purchase/maintain insurance for any person even when agreement could not remove liability for the conduct (§ 17704.08(c)) |
§ 17704.08 states statutory predicates but no special disinterested vote or separate court approval route |
§ 17704.08 variations require written agreement; § 17701.10(g) allows changing/eliminating (a) protection, preserves five liability floors; (d) includes former agents |
Status, authority, conduct, success, and expense reasonableness need facts; insurance authorization does not decide policy coverage (§ 17704.08) |
| Colorado verified 2026-09-23 | Colo. Rev. Stat. §§ 7-80-104, -108, -407 govern LLC powers, agreement control, reimbursement, and indemnity |
Current or former member or manager for § 7-80-407 payments and liabilities |
Shall reimburse member/manager payment in ordinary business or to preserve business/property, if no duty violation (§ 7-80-407) |
Shall indemnify member/manager liability in ordinary business or preservation, if incurred without violating duties (§ 7-80-407) |
§ 7-80-407 addresses payments and liabilities; it sets no separate interim defense-advance or repayment-promise procedure |
General contract and necessary-power clauses support policy purchase (§ 7-80-104(1)(f),(m)); coverage depends on policy terms |
Ordinary decisions by majority of members or managers; each member consents to outside-course acts and agreement changes (§ 7-80-401) |
Agreement controls defaults subject to § 7-80-108 limits; duties may be limited if not manifestly unreasonable, but good faith remains; § 7-80-407 covers former status |
Actual duty compliance, business connection, agreement, expense character, and policy terms require case-specific review (§§ 7-80-104, -108, -404, -407) |
| Connecticut verified 2026-09-23 | Conn. Gen. Stat. §§ 34-255g, 34-255f(f)–(g), 34-243d: company payment, claim indemnity, advances, insurance |
Company-payment rule: member in member-managed LLC or manager in manager-managed LLC; claims: present/former member, manager, officer (§ 34-255g) |
Must reimburse qualifying company-activity payment if §§ 34-255f, -255h complied with; separately must repay member excess company advance (§§ 34-255g(a), -255f(f)) |
May indemnify capacity-linked claims/liabilities absent breach of §§ 34-255d, -255f, -255h; must pay reasonable defense expenses after wholly successful proceeding (§ 34-255g(b)–(c)) |
May advance reasonable claim expenses in ordinary course on promise to repay if ultimately ineligible under subsection (b) (§ 34-255g(d)) |
May buy and maintain member/manager/officer liability insurance even if agreement cannot exculpate the conduct (§ 34-255g(e)) |
§ 34-255g states no special indemnity approval or court-order process; ordinary member/manager management rules in § 34-255f(b)–(c) |
Agreement governs subject to § 34-243d(c)–(d) duty/exculpation limits; § 34-255g covers former capacity for claims and advances |
Check capacity, qualifying payment or claim, compliance, success, reasonable expense, agreement, and policy; statute does not decide individual coverage (§ 34-255g) |
| Delaware verified 2026-09-23 | 6 Del. C. §§ 18-108, -106, -107, -1101: broad agreement-controlled indemnity power, general company powers and contract freedom |
Any member, manager or other person (§ 18-108); no express capacity link or former-status limit in that provision |
§ 18-107 permits member/manager loans and other transactions subject to agreement; § 18-108 addresses claims and demands |
May indemnify and hold harmless against any and all claims and demands; agreement standards/restrictions control (§ 18-108) |
§ 18-108 states no separate interim defense-expense advance, undertaking or repayment condition; agreement may supply terms within general powers |
General incidental and necessary/convenient company powers (§ 18-106(b)); § 18-108 states no special insurance/nonindemnifiable-conduct extension |
§ 18-108 prescribes no special disinterested vote, counsel determination or court application; ordinary management follows agreement or § 18-402 default |
Indemnity expressly subject to agreement (§ 18-108); maximum contract effect and duty/liability changes subject to implied-covenant limits (§ 18-1101(b), (c), (e)); coverage of any other person depends on the agreement and claim |
Agreement text, authority, claim, conduct, expense, and any insurance policy require case-specific review |
| District of Columbia verified 2026-09-23 | D.C. Code §§ 29-804.08, -804.07(g)–(h), -801.07 govern payment, indemnity, expense advance, insurance, member loans and agreement limits |
Payment/liability: member of member-managed or manager of manager-managed LLC; advance: present/former member or manager; insurance: member or manager (§ 29-804.08) |
Must reimburse company-activity payment if §§ 29-804.05 and -804.09 complied with; member excess-capital advance separately reimbursed and interest-bearing (§§ 29-804.08(a), -804.07(g)–(h)) |
Must indemnify debt, obligation or other liability from qualifying company activity if §§ 29-804.05 and -804.09 complied with (§ 29-804.08(a)) |
May advance reasonable ordinary-course claim expenses, including attorney fees/costs, for present/former member or manager on promise to repay if finally ineligible (§ 29-804.08(c)) |
May insure member/manager capacity or status liability even if agreement could not eliminate underlying company liability (§§ 29-804.08(b), -801.07(c)(13)) |
§ 29-804.08 states no special indemnity vote or court route; ordinary member/manager majority decisions follow § 29-804.07(b)(3), (c)(3) |
Agreement governs internal relations, chapter fills gaps (§ 29-801.07(a)–(b)); cannot exonerate specified bad-faith/willful/knowing conduct (§ 29-801.07(c)(13)); former capacity express for advances |
Actual capacity, duty compliance, qualifying liability, reasonable expense, promise and policy terms require case-specific review |
| Florida verified 2026-09-23 | Fla. Stat. §§ 605.0408, .0407(5), .0105 govern optional reimbursement, indemnity, expense advances, insurance, mandatory excess-capital member advances, and agreement limits |
Payment: member of member-managed or manager of manager-managed LLC; indemnity/advance: present or former member or manager; insurance: member or manager (§ 605.0408(1)–(4)) |
May reimburse covered member/manager for company-activity payment if duties named in § 605.0408(1) complied with; must repay member advance beyond agreed capital (§ 605.0407(5)) |
May indemnify member/manager for status-related claim, demand, debt, obligation, or liability unless arising from breaches listed in § 605.0408(2); agreement faces further § 605.0105(3)(p) limits |
May advance reasonable ordinary-course claim expenses, including fees/costs, for former/current member or manager on promise to repay if finally ineligible under (2) (§ 605.0408(3)) |
May insure member/manager status or capacity liability even when agreement cannot exonerate or indemnify the underlying conduct (§ 605.0408(4); § 605.0105(3)(g), (p)) |
§ 605.0408 prescribes no special vote, independent counsel, or court route; § 605.0407(2)–(3) places ordinary management with members or managers |
Agreement governs internal rights; cannot provide indemnity for § 605.0105(3)(p) categories or exonerate (3)(g) conduct; former capacity express for indemnity and advance (§ 605.0408(2)–(3)) |
Actual role, conduct, claim nexus, reasonable expenses, final eligibility, agreement terms, and policy coverage require case-specific review |
| Georgia verified 2026-09-23 | Georgia LLC Act § 14-11-306 governs claims-and-demands indemnification for a domestic LLC |
Any member, manager, or other person; articles/written agreement set standards (§ 14-11-306) |
§ 14-11-306 concerns claims and demands, rather than a distinct company-payment reimbursement formula |
May indemnify connected claims/demands; cannot cover a member/manager's nonexculpable intentional misconduct, knowing law violation, or improper benefit (§§ 14-11-306, -305(4)(A)) |
§ 14-11-306 gives indemnity power but does not set a defense-advance or repayment procedure |
§ 14-11-306 gives hold-harmless indemnity authority; policy purchase and coverage are separate questions |
Articles or written operating agreement may set standards/restrictions; § 14-11-306 names no special approval or court procedure |
Articles/written agreement may restrict indemnity, but cannot authorize protection barred by §§ 14-11-306 and -305(4)(A) |
Statutory power is subject to agreement terms and facts; § 14-11-306 does not decide an individual's claim or policy coverage |
| Hawaii verified 2026-10-02 | HRS §§ 428-403, -103, -111 govern domestic LLC payment/liability, agreement and general powers; Act 11 (2026) changes § 428-111 on July 1, 2027 |
Member or manager for ordinary-course/preservation payment and liability; member for excess contribution advance; § 428-403 does not specify former status |
Must reimburse member/manager ordinary-course or preservation payment and member advance beyond agreed contribution; qualifying member sums accrue interest (§ 428-403(a)–(c)) |
Must indemnify member/manager liability incurred in ordinary course or preserving business/property; § 428-403(a) states no separate defense-success or conduct test |
§ 428-403(b) covers a member's advance to the company, not interim defense expenses; no defense-expense undertaking specified there |
General business, property and contract powers in § 428-111(b); surveyed ordinary-LLC provisions state no special indemnity-insurance or nonindemnifiable-conduct rule |
§ 428-403 states no special indemnity vote or court application; ordinary decisions follow member or manager management (§ 428-404(a)–(b)) |
All members may govern relations by agreement; chapter fills gaps, subject to § 428-103(b) duty/good-faith limits; § 428-403 does not expressly address former status |
Actual role, business or preservation nexus, liability, agreement terms and any insurance policy require case-specific review |
| Idaho verified 2026-09-23 | Idaho Code §§ 30-25-105, -407–-408 separate company payment, claim indemnity, expense advance, insurance, and agreement limits |
Payment: member of member-managed or manager of manager-managed LLC; claim/advance: present or former member or manager; insurance: member or manager (§ 30-25-408) |
Must reimburse company-activity payment if §§ 30-25-405, -407, -409 complied with; member excess-capital advance separately reimbursed with interest (§§ 30-25-408(a), -407(f)–(g)) |
Must indemnify capacity-linked claim, demand, debt, obligation or liability unless arising from breach of §§ 30-25-405, -407, -409 (§ 30-25-408(b)) |
May advance reasonable claim expenses in ordinary course if person promises repayment when ultimately ineligible for subsection (b) indemnity (§ 30-25-408(c)) |
May insure member/manager capacity or status liability even where agreement cannot exculpate the conduct (§ 30-25-408(d)) |
§ 30-25-408 has no special indemnity approval vote or court application; ordinary management follows § 30-25-407(b)(1), (c)(1) |
Agreement governs internal affairs subject to § 30-25-105(c)–(d) duty, good-faith, exoneration limits; § 30-25-408(b)–(c) includes former status |
Actual capacity, qualifying payment/claim, breach, reasonable expense, repayment, agreement terms, and policy coverage require case-specific review |
| Illinois verified 2026-09-23 | 805 ILCS 180/15-7 governs company payments, company advances, indemnity, and insurance; § 15-5 governs agreement variation |
Member or manager for § 15-7(a); member for extra advance under (b); member/manager for insurance under (e) |
Shall reimburse member/manager company-activity payment on compliance with cited duties; member's extra company advance is a reimbursable loan with interest (§ 15-7(a)-(c)) |
Shall indemnify member/manager company-activity debts, obligations, or other liabilities on duty compliance (§ 15-7(a)); agreement may alter payment rights (§ 15-5(e)) |
§ 15-7(b)-(c) concerns a member's advance to the LLC; § 15-7 states no separate pre-entitlement defense-expense advance |
May buy/maintain member/manager status insurance even where agreement cannot eliminate underlying liability (§ 15-7(e)) |
§ 15-7 ties mandatory payment to conduct compliance; it gives no special independent approval or court entitlement procedure |
Agreement may alter/eliminate § 15-7 payment/reimbursement rights, subject to § 15-5(e) liability floors; § 15-7 uses role/activity rather than former-office wording |
Statutory predicates require payment, company activity, and conduct facts; insurance purchase authority does not determine policy coverage (§ 15-7) |
| Indiana verified 2026-09-23 | IC 23-18-2-2 governs general LLC powers and indemnity; § 23-18-4-4(a) addresses written-agreement indemnity |
§ 23-18-2-2(14): member, manager, agent, employee; § 23-18-4-4(a)(2): current/former member or manager in a proceeding |
General payments/contract powers under § 23-18-2-2(6),(16); no separate mandatory company-bill reimbursement formula in cited provisions |
May indemnify claims/demands; (14) excludes listed member/agent/employee willful misconduct or recklessness; written agreement may cover member/manager proceeding liabilities (§§ 23-18-2-2, 23-18-4-4) |
Agreement may cover proceeding expenses under § 23-18-4-4(a)(2); cited provisions state no express interim advance or repayment procedure |
General contract/business powers can support insurance purchase (§ 23-18-2-2(6),(16)); cited sections give no special nonindemnifiable-risk or policy rule |
§§ 23-18-2-2(14), 23-18-4-4(a)(2) state company/agreement powers without special disinterested vote or court route |
Articles may constrain powers; written agreement sets indemnity terms and may modify duties/liability; § 2-2(14) exclusion and § 4-4 former-status clause matter |
Role, claimed conduct, articles, written agreement, expense timing, and policy terms decide a particular result (§§ 23-18-2-2, 23-18-4-4) |
| Iowa verified 2026-09-23 | Iowa Code §§ 489.104, .407–.408 separate company-payment reimbursement, claim indemnity, expense advances, and insurance |
Payment: member of member-managed LLC or manager of manager-managed LLC; claims/advances: present or former member or manager; insurance: member or manager (§ 489.408) |
Must reimburse activity-on-company-behalf payment if §§ 489.405, .407, .409 complied with; separately repay excess member capital advance with interest (§§ 489.408(1), .407(6)–(7)) |
Must indemnify capacity-linked claim, demand, debt, obligation or liability unless it arose from breach of §§ 489.405, .407 or .409 (§ 489.408(2)) |
May advance reasonable claim expenses in ordinary course if person promises repayment if ultimately not entitled to § 489.408(2) indemnity (§ 489.408(3)) |
May insure member/manager status liability even if agreement could not limit underlying liability (§ 489.408(4)) |
§ 489.408 sets no special indemnity approval vote or court application; ordinary management authority follows § 489.407(2)–(3) |
Agreement governs internal affairs subject to § 489.105 limits; § 489.105(6) refers to 'indemnification' under § 489.408(1), which describes reimbursement; § 489.408(2)–(3) expressly covers former status |
Actual capacity, breach, reasonableness, repayment outcome, agreement effect, and policy coverage require case-specific review (§§ 489.105, .408) |
| Kansas verified 2026-09-23 | K.S.A. § 17-7670: permissive claims indemnity and default successful-defense expenses; 2025 officer definition in subsection (b)(2) |
General power: member, manager or other person; successful defense begins with present/former member, manager or qualifying officer and named company/requested outside-service roles (§ 17-7670) |
§ 17-7670 addresses claims/demands and successful-defense expenses, without a separate company-bill reimbursement formula |
May indemnify against any/all claims and demands subject to agreement standards; default shall indemnify successful defense to that extent, including claim/issue/matter (§ 17-7670(a)–(b)(1)) |
§ 17-7670 addresses indemnity but states no separate pre-disposition advance or repayment-undertaking procedure; check agreement |
§ 17-7670 does not state a distinct LLC insurance-purchase or coverage rule; check company documents and policy |
§ 17-7670 sets agreement control and a success trigger, with no special approval vote or court-application procedure in that section |
Agreement may set standards/restrictions for broad indemnity and change successful-defense default; present/former status expressly covered; officer definition narrowed for acts after June 30, 2025 (§ 17-7670) |
Actual covered role, date of act, defense success, expense reasonableness, agreement terms and policy coverage need fact-specific review (§ 17-7670) |
| Kentucky verified 2026-09-23 | KRS 275.180 governs written-agreement indemnity; §§ 275.010, .003, .175 govern LLC powers, agreement defaults, and votes |
§ 275.180(2) names a member or manager who is or was in that role and is party to a proceeding because of it |
§ 275.180 addresses proceeding expenses, not mandatory company-bill reimbursement; general arrangement power under § 275.010(1) |
Written agreement may cover judgments, settlements, penalties, fines, and expenses in capacity-linked proceeding (§ 275.180(2)) |
§ 275.180(2) covers incurred proceeding expenses but prescribes no separate interim advance or repayment undertaking |
General necessary/convenient powers can support policy purchase (§ 275.010(1)); policy terms determine coverage |
Business decisions default to majority-in-interest of members or simple majority of managers (§ 275.175(1),(3)); no special § 275.180 court route |
Written agreement supplies indemnity for present/former status (§ 275.180); agreement and articles control defaults, with good faith preserved (§ 275.003(7)-(8)) |
Agreement, proceeding and role link, decision authority, conduct, and policy terms decide actual result (§§ 275.003, .010, .175, .180) |
| Louisiana verified 2026-09-23 | La. R.S. 12:1315 governs agreement-based LLC indemnity; §§ 12:1303 and 12:1-302 supply general powers; § 12:1318 covers votes |
§ 12:1315(A)(2) names someone who is or was a member or manager; general contract rights for others require separate terms |
No mandatory company-bill reimbursement formula in § 12:1315; general contract/payment powers arise through §§ 12:1303 and 12:1-302 |
Articles or written agreement may indemnify present/former member/manager for listed judgments, settlements, penalties, fines, expenses (§ 12:1315(A)(2)) |
§ 12:1315 covers indemnity for incurred expenses; it prescribes no distinct pre-disposition advance or repayment undertaking |
Imported general corporate contract/purpose powers can support policy purchase (§§ 12:1303, 12:1-302); policy terms decide coverage |
Default member decisions by majority (§ 12:1318(A)); interested contract/transaction safe harbor in § 12:1318(C); no bespoke § 12:1315 court path |
Articles or written agreement may grant indemnity for former status; § 12:1315(B) prevents eliminating liability for improper benefit or intentional crime |
Agreement, capacity, underlying liability, interested-party approval, and policy terms decide any payment (§§ 12:1303, 12:1315, 12:1318) |
| Maine verified 2026-09-23 | 31 M.R.S. § 1557 permits LLC indemnity, advance or reimbursement of expenses, and insurance; §§ 1521–1522 govern agreement control and limits |
Member or other person for each § 1557 mechanism; no named manager-only or former-status category in that section |
May reimburse expenses incurred by member or other person; § 1557 states no mandatory company-payment or ordinary-course test |
May indemnify and hold harmless member or other person; § 1557 states no enumerated claim, judgment, conduct or success condition |
May pay member/other person's incurred expenses in advance; § 1557 states no repayment undertaking or separate timing test |
May purchase and maintain insurance on behalf of member or other person; § 1557 states no special nonindemnifiable-conduct extension |
§ 1557 prescribes no special disinterested vote, independent-counsel determination or court application |
Agreement governs member/company relations and chapter fills gaps (§ 1521(1)–(2)); implied good-faith covenant and listed § 1522 limits remain; no former-status survival in § 1557 |
Actual expense, liability, company decision, agreement terms, and policy scope require case-specific review |
| Maryland verified 2026-09-23 | Md. Code, Corps. & Ass’ns §§ 4A-203, 4A-402–403 govern LLC powers, agreement terms, and member decisions |
§ 4A-203(14) names member, agent, employee; § 4A-402(a)(7) permits agreed rights for any person; role/former terms need agreement review |
May contract and do lawful acts for company purposes (§ 4A-203(4),(17)); no separate mandatory company-bill reimbursement formula in cited provisions |
May indemnify member/agent/employee against claims/demands, except their willful misconduct or recklessness, subject to articles/agreement (§ 4A-203(14)) |
§§ 4A-203(14), 4A-402(a) allow agreed protection but prescribe no distinct interim advance or undertaking mechanics |
General contract/lawful-act powers can support policy purchase (§ 4A-203(4),(17)); policy terms, not § 4A-203(14), decide coverage |
Agreement may set management; member decisions default to majority of profit interests (§§ 4A-402(a)(1), 4A-403(b)); court may enforce agreement (§ 4A-402(d)(1)) |
Indemnity subject to articles/agreement but § 4A-203(14) excludes specified misconduct; agreement may give rights to other people (§ 4A-402(a)(7)) |
Role, authorized act, misconduct, governing documents, vote, and policy terms affect any result (§§ 4A-203, 4A-402–403) |
| Massachusetts verified 2026-09-23 | Mass. Gen. Laws ch. 156C, § 8 governs indemnity/defense advances; § 6(b) gives general LLC powers |
Member, manager, or other person; § 8(a) expressly allows indemnity after member/manager status ends |
§ 6(b) gives incidental business powers; § 8(a) addresses claims/demands, with no separate mandatory company-bill reimbursement formula |
May cover any claims/demands, subject to written agreement/certificate; barred after specified adverse good-faith adjudication (§ 8(a)) |
May pay civil/criminal defense expenses before final disposition on undertaking to repay if later adjudged ineligible; no ability-to-repay review required (§ 8(a)) |
General incidental power under § 6(b) can support policy purchase; § 8 does not set policy coverage or override its indemnity bar |
§ 8(a) calls for company receipt of undertaking; it names no separate disinterested vote or indemnity court application |
Certificate or written agreement may set standards/restrictions; § 8(a) good-faith-adjudication bar controls; former members/managers remain eligible |
Claims, good-faith adjudication, agreement terms, repayment promise, and insurance policy determine a particular result (§§ 6, 8) |
| Michigan verified 2026-09-23 | MCL § 450.4216 is current LLC power; former manager indemnity § 450.4408 was repealed in 2010 |
Member, manager, or other person; member-managed members receive manager indemnity rights (§§ 450.4216, 450.4401) |
§ 450.4216(a) permits protection for losses/expenses/claims/demands; it states no separate mandatory company-payment reimbursement formula |
May indemnify, hold harmless, and defend; barred for improper financial benefit, unlawful-distribution liability, or knowing law violation (§§ 450.4216(a), 450.4407(a)-(c)) |
May defend and cover expenses under § 450.4216(a); the section gives no separate advance-payment/repayment procedure |
May purchase/maintain insurance for member, manager, or other person even if LLC could not indemnify (§ 450.4216(b)) |
§ 450.4216 subjects power to operating agreement; it names no special vote, independent counsel, or court approval |
Agreement may otherwise provide, but statutory § 450.4407(a)-(c) conduct exclusion controls indemnity; § 450.4216 states no status-survival test |
Power is permissive; agreement, actual conduct, expenses, and any policy determine a particular result (§ 450.4216) |
| Minnesota verified 2026-09-23 | Minn. Stat. §§ 322C.0408, .0110 govern ordinary LLC proceeding indemnity, advances, insurance, and agreement limits |
Present/former official capacity includes defined member, manager, governor, officer, employee, committee, service, and requested outside roles (§ 322C.0408, subd. 1) |
§ 322C.0408, subd. 5 preserves witness-expense reimbursement; it does not set a general company-bill reimbursement formula |
Shall indemnify qualifying party for judgments, penalties, fines, settlements, and reasonable expenses if subd. 2 criteria met; subject to subd. 4 limits |
Entitled to reasonable pre-disposition expenses on written request, affirmation, repayment undertaking, and favorable known-facts determination (§ 322C.0408, subd. 3) |
May insure member/manager/governor for status or capacity liability even when exculpation unavailable or indemnity not required (§ 322C.0408, subd. 7) |
Subd. 6: disinterested board/committee/counsel, or nonparty member vote; court after adverse decision or 60-day inaction; claimant bears proof |
Articles/agreement may set equal-class limits, not retroactive (§ 322C.0408, subd. 4); agreement may alter/eliminate statutory indemnity (§ 322C.0110, subd. 7) |
Conduct, capacity, other payment, agreement, determination, and policy terms decide actual result (§§ 322C.0110, .0408) |
| Mississippi verified 2026-09-23 | Revised Mississippi LLC Act, Miss. Code § 79-29-123(3)–(5): agreement control and claim indemnity; transition rule § 79-29-1313 |
Permissive indemnity: member, manager, officer or other person; mandatory successful defense: member, manager, officer or agent, current/former (§ 79-29-123(5)) |
§ 79-29-123(5) addresses claims and defense expenses, without a separate company-bill reimbursement formula; check certificate/agreement |
May indemnify broad claims/demands; company-right proceeding barred after adjudicated fraud or listed liability-floor conduct; must pay reasonable expenses after wholly successful capacity defense (§ 79-29-123(5)(a)–(b)) |
§ 79-29-123(5) states indemnity after defense, without a distinct interim-advance or statutory repayment-undertaking procedure; document terms matter |
Surveyed LLC indemnity provision does not prescribe insurance purchase or policy coverage (§ 79-29-123(5)); review documents and policy |
No indemnity-specific vote in § 79-29-123(5); § 79-29-123(8) permits equitable enforcement of an agreement by court |
Certificate/agreement may vary many chapter rules, subject to § 79-29-123(3)–(4) limits; indemnity may continue after status ends and benefit successors (§ 79-29-123(5)(c)) |
Actual misconduct, adjudication, wholly successful defense, reasonable expenses, document rights, and insurance coverage remain fact-specific (§ 79-29-123) |
| Missouri verified 2026-09-23 | Chapter 347 §§ 347.035, .079, .081, .093 govern lawful business, decision authority, agreement terms, and member/manager transactions |
Agreement may address members, managers, agents, and employees; former status and role terms depend on that agreement (§ 347.081) |
Member/manager may transact business with LLC subject to agreement and other law (§ 347.093); payment depends on agreed transaction/authority |
Agreement may set lawful rights and duties (§ 347.081); cited provisions state no automatic indemnity amount or conduct-specific entitlement |
Agreement/authorized transaction controls; cited §§ 347.079, .081, .093 state no statutory defense-advance undertaking or repayment test |
LLC may conduct lawful business (§ 347.035); agreement may govern business arrangements (§ 347.081); policy terms govern actual coverage |
Articles/agreement allocate management; default ordinary matters need more than half of authorized persons, extraordinary matters all members (§ 347.079) |
Agreement may set company/person rights and duties consistently with law; § 347.088 allows duties/liabilities to expand or restrict |
Governing agreement, management authority, transaction, claimed conduct, and policy terms determine a request (§§ 347.079, .081, .088, .093) |
| Montana verified 2026-09-23 | MCA §§ 35-8-504, -107(1)(l), -109 govern mandatory company-payment/liability protection, permissive broader claims and agreement limits |
§ 35-8-504: member/manager for ordinary-course or preservation matters; § 35-8-107(1)(l): member, agent or employee for claims/demands; former status not express |
Must reimburse member/manager ordinary-course or preservation payment; must repay member advance beyond agreed contribution; qualifying member sums accrue interest (§ 35-8-504(1)–(3)) |
Must indemnify § 35-8-504(1) liability; may protect member/agent/employee against claims/demands except willful misconduct or recklessness, subject to articles/agreement (§ 35-8-107(1)(l)) |
§ 35-8-504(2) concerns a member's advance to the company, not interim defense costs; §§ 35-8-504 and -107(1)(l) state no defense-expense undertaking |
General contract power (§ 35-8-107(1)(c)); surveyed sections state no special indemnity-insurance or nonindemnifiable-conduct rule |
No special indemnity vote/court application in §§ 35-8-504, -107(1)(l); ordinary decisions default to member/manager majority unless articles or agreement alter (§ 35-8-307(1)–(2)) |
§ 35-8-107(1)(l) expressly subjects broader indemnity to articles/agreement; § 35-8-109 gives agreement control subject to loyalty, care and good-faith limits; no express former-status survival |
Actual role, business nexus, conduct, agreement/articles terms, claim and any insurance policy require case-specific review |
| Nebraska verified 2026-09-23 | Neb. Rev. Stat. §§ 21-110, -137: operating-agreement limits, qualifying company payment/liability, and insurance |
Member in member-managed LLC or manager in manager-managed LLC for payment/debt rule; member or manager for insurance; § 21-137 states no former-status extension |
Shall reimburse company-activity payment if member/manager complied with §§ 21-134 and -138 (§ 21-137(a)) |
Shall indemnify debt, obligation, or other liability incurred on company behalf if §§ 21-134 and -138 duties were met; no separate broad proceeding indemnity in § 21-137(a) |
§ 21-137 states no interim defense-expense advance or repayment undertaking; its mandatory rule addresses qualifying payment/liability |
May insure member/manager capacity or status liability even if agreement could not limit underlying liability (§ 21-137(b)) |
§ 21-137 states no special indemnity approval vote or court application; ordinary member/manager governance follows § 21-136(b)–(c) |
Agreement may alter/eliminate § 21-137(a) indemnity, subject to § 21-110(b), (f) duty and money-damages limits; no former-status continuation in § 21-137 |
Actual capacity, company-activity nexus, compliance with §§ 21-134 and -138, agreement terms, and policy coverage require case-specific review |
| Nevada verified 2026-09-23 | NRS 86.411–.471 separately covers outside/company proceedings, successful-defense indemnity, advances, continuation, and insurance |
Current/former member, manager, employee, agent; requested service for another enterprise; advance statute names members/managers (§§ 86.411–.461) |
Proceeding indemnity rules do not create a distinct company-bill reimbursement formula; authority to incur LLC debt follows documents and NRS 86.301 |
May cover qualifying outside-case expenses/judgments/fines/settlements and company-suit expenses; shall cover successful-defense expenses; conduct and adjudication limits apply (§§ 86.411–.431, .451) |
Articles, operating agreement or separate agreement may require member/manager defense advances as incurred on promise to repay if court ultimately finds no indemnity (§ 86.441) |
May insure present/former covered people even without indemnity authority; other financial arrangements have final-adjudication exclusion (§§ 86.461–.471) |
Specific-case decision by document method, disinterested-member majority, or independent counsel; company-suit liability/settlement court route (§§ 86.421, .431) |
Agreement may provide additional rights; bad-faith implied-covenant liability cannot be eliminated; protection continues after status ends (§§ 86.286(5), (7), .451) |
Actual conduct, defense success, expenses, document rights, final adjudication, and policy/arrangement coverage remain fact-specific (§§ 86.411–.471) |
| New Hampshire verified 2026-09-23 | RSA 304-C:116–117 govern proceeding indemnity and legal-cost advances; §§ 304-C:22, :91 and :115 supply powers, payment classification and agreement limits |
Member, manager or other person made party or threatened as named defendant/respondent because they acted for LLC (§ 304-C:116); advance covers members, managers and others with relationship-linked claims (§ 304-C:117); former status not explicit |
No standalone company-payment reimbursement duty in §§ 304-C:116–117; member noncapacity payments and indemnity/advance payments are excluded from distribution definition (§ 304-C:91(I)(a), (c)) |
May indemnify judgment, settlement, penalty, fine and reasonable proceeding expenses if contractual good faith and belief conduct not opposed to LLC; barred after specified company/loyalty liability judgments (§ 304-C:116) |
May advance defense costs, including legal fees, under agreement or majority vote of disinterested members; § 304-C:117 states no repayment undertaking |
General necessary-or-convenient LLC power unless agreement restricts (§ 304-C:22(I)); §§ 304-C:116–117 state no special indemnity-insurance/nonindemnifiable-conduct rule |
Advance: agreement provision or majority of disinterested members (§ 304-C:117); § 304-C:116 states no separate indemnity vote or court application |
Indemnity/advance subject to agreement standards; agreement may limit/eliminate duties or liability except implied covenant (§§ 304-C:107, :115–117); no express former-status survival in §§ :116–117 |
Proceeding nexus, good faith, reasonable belief, adjudicated liability, agreement terms, expense amount and any policy require case-specific review |
| New Jersey verified 2026-09-23 | N.J.S.A. § 42:2C-38 covers company-agent defense expenses, company-activity liabilities, and insurance |
Company agent includes current/former member-managed members, manager-managed managers, officers, employees, agents, requested other-enterprise service, and legal representatives (§ 42:2C-38(a)) |
§ 42:2C-38(c) mandates indemnity for qualifying company-activity debts, obligations, expenses, and liabilities on duty compliance; no separate company-payment formula |
Shall indemnify success on merits or otherwise by claim/issue; shall indemnify company-activity obligations when cited duties met (§ 42:2C-38(b)-(c)) |
§ 42:2C-38(b) covers successful-defense expenses; surveyed section states no separate interim advance or repayment undertaking |
May buy/maintain company-agent proceeding and liability insurance even where agreement cannot eliminate underlying liability (§ 42:2C-38(d)) |
§ 42:2C-38 sets success or conduct predicates, not a special approval vote or separate court application route |
Agreement may alter/eliminate member/manager indemnity under § 42:2C-11(g); § 42:2C-38(a) expressly includes former company-agent roles |
Capacity, defense success, duty compliance, expenses, and policy coverage remain fact-specific (§ 42:2C-38) |
| New Mexico verified 2026-09-23 | NMSA 1978, §§ 53-19-3(I)–(J), -16(C), -18: domestic LLC definition, distinct loan/indemnity rights, document-based claim protection |
Member or manager because the person is or was in that role; § 53-19-18 does not name officers, employees, or agents |
§ 53-19-16(C) recognizes member/manager loans and business transactions; § 53-19-18 states no separate company-bill repayment formula |
Articles or agreement may provide member/manager indemnity for judgments, settlements, penalties, fines, or expenses in status-related proceeding (§ 53-19-18) |
Articles or agreement may provide pre-disposition expense advances, including defense costs; § 53-19-18 states no repayment-promise condition |
§ 53-19-18 does not state a distinct LLC insurance-purchase or policy-coverage rule; check documents and policy |
§ 53-19-18 sets no special indemnity vote, independent-counsel decision, or court application; document terms govern |
Articles/agreement create the route; 'is or was' covers former member/manager status; § 53-19-16(B) separately makes liability rule document-variable |
Actual status, proceeding connection, document terms, reasonable amounts, loan terms, and insurance coverage need case-specific review (§§ 53-19-16, -18) |
| New York verified 2026-09-23 | N.Y. LLC Law § 420 permits indemnity, hold-harmless protection, and expense advancement; § 202 supplies general LLC powers |
Member, manager, other person, or their testator/intestate; no separate former-office condition in § 420 |
§ 420 concerns claims/demands and advance expenses; it supplies no separate mandatory company-payment reimbursement formula |
May cover any claims/demands, subject to agreement; final adverse adjudication of material bad faith/dishonesty or illegal personal gain bars indemnity (§ 420) |
May advance expenses to covered people; § 420 states no mandatory undertaking, security, or repayment formula |
General necessary/convenient business powers (§ 202(q)); § 420 expressly addresses indemnity and advancement |
§ 420 makes protection agreement-controlled and sets a final-adjudication bar; it names no separate approval vote or court route |
Written operating agreement may set standards/restrictions (§§ 417(a), 420); § 420's final-adjudication prohibition remains |
Permissive power does not establish a person's entitlement or policy coverage; the final-adjudication bar and agreement terms require case facts (§ 420) |
| North Carolina verified 2026-09-23 | N.C. Gen. Stat. § 57D-3-31 creates two mandatory routes: successful-defense expenses and authorized business payment/obligation |
Defense: current/former member, manager, or official who also is/was an interest owner at claim time; payment: current/former member (§ 57D-3-31) |
Shall reimburse current/former member's payment in authorized business or property preservation, if conduct standard met (§ 57D-3-31(b)) |
Shall cover qualifying wholly successful defense expenses; shall cover qualifying member obligations, including judgment/settlement/penalty/fine (§ 57D-3-31) |
§ 57D-3-31 grants final defense indemnity and payment reimbursement; it specifies no interim advance or repayment undertaking |
General LLC powers extend to acts necessary or convenient to business (§ 57D-2-03); policy terms and coverage are separate |
§ 57D-3-31 conditions payment on success or authorized conduct/compliance; it names no special disinterested decision maker |
Operating agreement governs internal affairs, subject to § 57D-2-30 limits; § 57D-3-31 expressly covers former status in each route |
Statutory predicates need factual proof; § 57D-3-31 does not decide a disputed defense result, expense amount, or insurance coverage |
| North Dakota verified 2026-09-23 | N.D.C.C. §§ 10-32.1-40 and -13 govern domestic LLC proceeding indemnity, expense advance/reimbursement, insurance and agreement limits |
Present/former official capacity; includes member-managed member, manager-managed manager, board-managed governor and listed other roles/outside service (§ 10-32.1-40(1)(b), (2)(a)) |
§ 10-32.1-40 addresses proceeding expenses and witness costs, not a general ordinary-business payment duty; witness expense reimbursement remains permissive (§ 40(5)) |
Must indemnify qualifying proceeding judgments, penalties, fines, settlements and reasonable expenses if no duplicate coverage, good faith, no improper benefit/duty breach, criminal-law and best-interest tests met (§ 40(2)(a)); subject to § 40(4) |
Qualifying party entitled to reasonable interim expenses on written request, good-faith affirmation, written unlimited unsecured repayment undertaking and favorable facts determination (§ 40(3)); subject to § 40(4) |
May insure member, manager or governor status/capacity liability even if agreement could not exculpate and LLC need not indemnify (§ 40(7)) |
Board-managed: disinterested governor quorum/committee or special counsel; otherwise nonparty member vote; court route after adverse/no timely decision (§ 40(6)) |
Articles/agreement may prospectively bar or add equal-class conditions to indemnity/advances; cannot cut off protection for earlier acts (§ 40(4)); § 10-32.1-13(7) recognizes override |
Official capacity, conduct, proceeding costs, eligibility decision, agreement terms and policy coverage require case-specific review; company proceeding payments trigger § 40(8) member report |
| Oklahoma verified 2026-09-23 | 18 O.S. §§ 2003(11), 2017 govern LLC indemnity powers; §§ 2012.2, 2018, 2020 govern agreement and voting |
§ 2003(11): member, agent, employee; § 2017(A)(2): member/manager who is or was in role in a proceeding |
General contract/business powers (§ 2003(3),(14)) support arrangements; §§ 2003(11), 2017 set no mandatory company-bill formula |
§ 2003(11) permits claims/demands indemnity except willful misconduct/recklessness; § 2017(A)(2) permits document-based proceeding indemnity |
§ 2017(A)(2) names incurred proceeding expenses but sets no separate interim advance or repayment promise |
General contract and lawful-purpose powers (§ 2003(3),(14)) support policy purchase; policy terms control coverage |
Manager majority per capita (§ 2018); member majority by profit interest (§ 2020(A)), unless governing documents vary |
§ 2012.2 gives agreement control within statutory floors; § 2017(B)-(C) protects manager liability/duties; § 2017(A)(2) includes former status |
Role, claim, conduct, document terms, vote, and policy decide result (§§ 2003, 2012.2, 2017, 2018, 2020) |
| Oregon verified 2026-09-23 | ORS 63.160 and .077 govern LLC indemnity limits and powers; §§ 63.057, .130 govern agreement terms and decisions |
Any person for acts/omissions as member, manager, employee, or agent (§ 63.160); specified governing-role prior acts cannot be covered retroactively |
§ 63.160 concerns agreement indemnity; § 63.077(e),(p) supports payment arrangements but states no mandatory company-bill formula |
Articles/agreement may indemnify role-based acts; § 63.160 bars prior-act and four listed member/manager conduct categories |
§ 63.160 supplies indemnity power, but no distinct interim defense-advance/undertaking process; review agreement |
General contract and necessary-power clauses can support policy purchase (§ 63.077(e),(p)); policy terms decide coverage |
Ordinary decisions by member/manager majority; potential conflict transactions by member majority (§ 63.130); no § 63.160 court route |
Agreement may be oral or written but consistent with law/articles (§ 63.057); § 63.160 indemnity bars and prospective limit remain |
Role, act date, excluded conduct, governing terms, approval, and policy terms decide result (§§ 63.057, .077, .130, .160) |
| Pennsylvania verified 2026-09-23 | 15 Pa.C.S. § 8848 expressly separates reimbursement, indemnity, advancement, insurance, and nonexclusivity |
Reimbursement: member-managed member or manager-managed manager; indemnity/advance: current or former member/manager; insurance: member/manager (§ 8848) |
Shall reimburse qualifying member/manager company-activity payment if applicable management/conduct duties met (§ 8848(a)) |
Shall cover qualifying former/present capacity claims and liabilities unless specified duty breach; court-determined recklessness, willful misconduct, or knowing law violation bars indemnity (§ 8848(b),(g)) |
May advance ordinary-course claim expenses, including fees/costs, on promise to repay if ultimately not indemnifiable (§ 8848(c)) |
May buy/maintain member/manager status insurance even for liability the agreement could not indemnify or exonerate (§ 8848(d)) |
Other rights may arise from agreement, member/disinterested-manager vote, or contract; court determines § 8848(g) misconduct bar (§ 8848(e),(g)) |
Agreement may add rights but cannot violate § 8848(g); § 8848(b)-(c) expressly cover former capacity (§§ 8848(e),(g), 8815(c)(10)) |
Authority and statutory rights require facts on capacity, company activity, duty compliance, repayment promise, and court finding; policy coverage remains separate (§ 8848) |
| Rhode Island verified 2026-09-23 | Current R.I. Gen. Laws ch. 7-16: §§ 7-16-17–18, -58 address manager liability and derivative expenses; 2026 ch. 246 replaces it January 1, 2028 |
Current §§ 7-16-17–18 concern managers; member-managed members are deemed managers (§ 7-16-14(1)); § 7-16-58 concerns derivative plaintiff/defendants; no current general former-status route in those sections |
No general company-payment reimbursement rule in surveyed current §§ 7-16-17–18, -58; future § 7-16.1-408(a) adds a qualifying member/manager rule in 2028 |
Current § 7-16-17(d) protects compliant managers from liability; § 7-16-18 permits limited exculpation with exceptions, not company-paid indemnity; future § 7-16.1-408(b) adds conditional indemnity |
Current § 7-16-58 permits final derivative-suit expense awards, not a general interim advance; future § 7-16.1-408(c) permits reasonable advances on repayment promise |
Current § 7-16-3.3(a) requires available liability insurance for professional-services LLCs; future § 7-16.1-408(d) will authorize member/manager liability insurance in 2028 |
Current § 7-16-58 gives derivative expense awards to court; § 7-16-19 defaults multi-manager action to majority; no general indemnity approval route in surveyed current sections |
Current articles/agreement may limit manager damages only within § 7-16-18(a)–(b) exceptions; future § 7-16.1-408(b)–(d) expressly covers former status and insurance |
Manager conduct, any contract or policy, derivative-suit result, and 2028 transition require case-specific review |
| South Carolina verified 2026-09-23 | S.C. Code §§ 33-44-403, -103, -112, -404, -410 govern company payments, agreement defaults, powers, decisions, and enforcement |
§ 33-44-403(a) names members and managers; member-only excess contribution advance in (b); no express former-status term |
Shall reimburse member/manager ordinary-course or preservation payment; member’s excess advance to company also reimbursable (§ 33-44-403(a)-(b)) |
Shall indemnify member/manager liability incurred in ordinary business or preservation; § 33-44-403(a) states no separate conduct test |
§ 33-44-403(b) concerns an advance to the company, not an interim defense-expense advance; no distinct undertaking in cited section |
General power to make contracts and further business can support policy purchase (§ 33-44-112(b)(5),(12)); coverage depends on policy |
Default business decisions use member or manager majority (§ 33-44-404(a)-(b)); member/manager may sue to enforce rights (§ 33-44-410(a)) |
Agreement governs where it speaks, subject to § 33-44-103(b) duty and third-party floors; § 33-44-403 does not expressly address former status |
Business connection, member/manager status, agreement, authorizing vote, and policy terms determine outcome (§§ 33-44-103, -112, -403, -404) |
| South Dakota verified 2026-09-23 | SDCL §§ 47-34A-403, -103 and -404.1 govern domestic LLC payment/liability, insurance, agreement and ordinary management |
Member or manager for ordinary-course/preservation payments/liabilities and capacity/status insurance; member for excess contribution advance; no express former-status route in § 47-34A-403 |
Must reimburse member/manager ordinary-course or preservation payment and member advance beyond agreed contribution; qualifying member sums accrue interest (§ 47-34A-403(a)–(c)) |
Must indemnify member/manager liability incurred in ordinary course or preserving business/property (§ 47-34A-403(a)); no separate success or conduct test there |
§ 47-34A-403(b) addresses member advance to the company, not interim defense expenses; no defense-cost undertaking specified there |
May insure member/manager capacity or status liability even when agreement cannot eliminate underlying company liability (§ 47-34A-403(e)) |
§ 47-34A-403 states no special indemnity vote/court application; ordinary member/manager majority rules in § 47-34A-404.1(a)(2), (b)(2) |
Agreement governs member/manager/company relations, chapter fills gaps (§ 47-34A-103(a)); loyalty and good-faith limits in § 47-34A-103(b), care variation in (c); § 47-34A-403 names members and managers without a departure procedure |
Actual role, business nexus, liability, agreement terms and policy coverage require case-specific review |
| Tennessee verified 2026-09-23 | Tenn. Code Ann. § 48-249-115 governs ordinary LLC indemnity, advances, decision routes, and insurance |
Responsible person includes present/former governing member, manager, director, requested outside service, and representative; separate officer/employee/agent routes (§ 48-249-115(a),(g)) |
§ 48-249-115(d) permits pre-disposition proceeding expense payment/reimbursement; (i)(3) preserves witness-expense payments; no general mandatory company-bill formula |
May cover proceeding liability on good-faith/best-interest/criminal-law tests; shall cover wholly successful defense expenses; adjudged liability exclusions and final-adjudication bars apply (§ 48-249-115(b),(c),(i)) |
May advance reasonable party expenses on written good-faith affirmation, unlimited written repayment undertaking, and favorable known-facts determination; security/solvency not required (§ 48-249-115(d)) |
May insure current/former covered personnel and requested outside service even where LLC lacks power to indemnify same liability (§ 48-249-115(h)) |
Case-specific nonparty quorum/committee, special counsel, or eligible member vote; court may order relief, with expenses for mandatory route (§ 48-249-115(e)-(f)) |
Document/contract rights nonexclusive but final-adjudicated loyalty, bad-faith, knowing-law, or § 48-249-307 liability bars responsible-person indemnity; former status covered (§ 48-249-115(a),(i)) |
Capacity, proceeding outcome, conduct finding, advance papers, decision maker, documents, and policy terms affect a case (§ 48-249-115) |
| Texas verified 2026-09-23 | LLC powers in Tex. Bus. Orgs. Code § 101.402; Chapter 8 defaults exclude LLCs (§ 8.002) |
Any person; expressly includes member, manager, officer, and assignee (§ 101.402(b)) |
May reimburse a person's incurred expenses; no separate company-payment trigger or mandatory reimbursement in § 101.402(a)(2) |
May indemnify a person; § 101.402 states no claim category or conduct test; Chapter 8 defaults excluded (§ 8.002) |
May pay expenses in advance; § 101.402 sets no statutory repayment promise, timing, or security test |
May purchase, procure, establish, or maintain insurance or another hold-harmless arrangement (§ 101.402(a)(3)) |
§ 101.402 prescribes no special vote, independent approval, or court route; Chapter 8 defaults excluded (§ 8.002) |
Company agreement governs internal affairs and may modify defaults, subject to § 101.054; Chapter 8 terms may be adopted (§ 8.002(b)) |
Statutory permission does not establish an individual's entitlement, a policy's coverage, or a claim's outcome (§§ 101.402, 8.002) |
| Utah verified 2026-10-01 | Utah Code §§ 16-20-107, -407–408; separate payment, indemnity, advance and insurance rules |
Company payment: member of member-managed LLC or manager of manager-managed LLC; claims/advances: present or former member or manager (§ 16-20-408) |
Must reimburse qualifying company-activity payment if payer complied with §§ 16-20-407, -409; member excess capital advance is repaid as interest-bearing loan (§§ 16-20-408(1), -407(6)–(7)) |
Must indemnify capacity-linked claims, demands, debts, obligations and liabilities unless arising from breach of §§ 16-20-405, -407 or -409 (§ 16-20-408(2)) |
May advance reasonable claim expenses in ordinary course upon promise to repay if ultimately ineligible for indemnity (§ 16-20-408(3)) |
May insure member or manager liability arising from capacity or status, even where agreement could not eliminate liability to LLC (§ 16-20-408(4)) |
§ 16-20-408 prescribes no special approval or court route; ordinary management is vested in members or managers under § 16-20-407(2)–(3) |
Agreement governs internal affairs subject to § 16-20-107(3) limits; indemnity and advances expressly cover former member/manager capacity (§ 16-20-408(2)–(3)) |
Actual capacity, breach, reasonable expenses, agreement terms and insurance coverage require case-specific review (§§ 16-20-107, -408) |
| Vermont verified 2026-09-23 | 11 V.S.A. §§ 4003, 4060 distinguish mandatory company payments/liability indemnity and member advances from permissive status insurance |
Member of member-managed or manager of manager-managed LLC for payments/liabilities; members for excess-contribution advances; member or manager for insurance (§ 4060(a)–(c)); no former-status term |
Must reimburse a covered member/manager for payments made in ordinary and proper company conduct or preservation; must reimburse member’s advance beyond agreed contribution (§ 4060(a), (c)) |
Must indemnify covered member/manager for liabilities reasonably incurred in ordinary and proper conduct or preservation of company activities/property (§ 4060(a)) |
§ 4060(c) covers a member’s advance to the company; § 4060 does not prescribe a distinct defense-expense advance or repayment undertaking |
May buy and maintain member/manager capacity or status liability insurance even where agreement could not provide indemnity (§ 4060(b)); policy coverage is separate |
§ 4060 prescribes no special approval or court route; ordinary member/manager majority decisions follow § 4054(b)(3), (c)(3) |
Agreement may alter or eliminate § 4060 member/manager indemnification (§ 4003(f)); its separate money-damages exculpation exceptions do not themselves ban indemnity; no express former-status survival in § 4060 |
Actual capacity, ordinary/proper conduct, reasonable liability, agreement terms and insurance coverage require case-specific review |
| Virginia verified 2026-09-23 | Virginia LLC Act § 13.1-1009 gives indemnity and advance powers; § 13.1-1023 governs agreement terms |
Member, manager, or other person; § 13.1-1009(16) gives no separate former-status test |
§ 13.1-1009(16) expressly covers proceeding expenses; no separate mandatory company-bill reimbursement formula |
May indemnify and hold harmless against any and all claims and demands, subject to articles/agreement (§ 13.1-1009(16)) |
May pay/reimburse reasonable expenses of a party to a proceeding before final disposition; no undertaking stated (§ 13.1-1009(16)) |
Express § 13.1-1009(13) insurance item concerns life coverage; general contract power in (5) applies; other policies depend on contract terms |
§ 13.1-1009(16) names no special approval vote or court-ordered indemnity route |
Power subject to articles/agreement standards; § 13.1-1023(A)(1) permits lawful agreement terms; no express post-departure continuation |
Permissive company power; governing documents, reasonable expenses, the proceeding, and policy terms affect any claim (§ 13.1-1009) |
| Washington verified 2026-09-23 | RCW 25.15.041 governs LLC indemnity/advances; RCW 25.15.031(2) gives general business powers |
Current/former members or managers; nonmember officers, employees, and agents to same extent (§ 25.15.041(1)-(2)) |
§ 25.15.041(1) reimburses proceeding expenses; it states no independent mandatory company-bill payment rule |
May cover proceeding judgments, settlements, penalties, fines, expenses; excludes finally adjudged misconduct, knowing law violations, distribution violations (§ 25.15.041(1)) |
May obligate itself to advance/reimburse proceeding expenses; no repayment undertaking specified (§ 25.15.041(1)-(2)) |
General LLC powers under § 25.15.031(2) can support buying a policy; § 25.15.041 provides indemnity/advance rules, not policy coverage |
§ 25.15.041 gives permissive company authority and names no special approval vote or court-application route |
Agreement governs subject to § 25.15.018(3)(e) bar on prohibited indemnity; former member/manager service expressly covered (§ 25.15.041(1)) |
Final adjudication, proceeding status, company agreement, and policy terms may change a result (§§ 25.15.018, 25.15.041) |
| West Virginia verified 2026-09-23 | W. Va. Code §§ 31B-4-403, 31B-1-103, -112 govern ordinary domestic LLC payment, liability, agreement and general powers |
Member or manager for ordinary-course/preservation payment and liability; member for excess contribution advance; § 31B-4-403 does not specify former status |
Must reimburse member/manager ordinary-course or preservation payment; must repay member advance beyond agreed contribution; qualifying member sums accrue interest (§ 31B-4-403(a)–(c)) |
Must indemnify member/manager liability incurred in ordinary course or preserving business/property; § 31B-4-403(a) states no separate defense-success or conduct test |
§ 31B-4-403(b) covers a member's advance to the company, not interim defense expenses; no defense-expense undertaking specified there |
General contract/property powers in § 31B-1-112(b); surveyed ordinary-LLC sections state no special indemnity-insurance or nonindemnifiable-conduct rule |
§ 31B-4-403 states no special indemnity vote or court application; ordinary decisions follow member or manager management (§ 31B-4-404(a)–(b)) |
All members may agree on company affairs; chapter supplies gaps, subject to § 31B-1-103(b) duty/good-faith limits; § 31B-4-403 does not expressly address former status |
Actual role, ordinary-course or preservation nexus, liability, agreement terms and any insurance policy require case-specific review |
| Wyoming verified 2026-09-23 | Wyoming LLC Act, Wyo. Stat. §§ 17-29-110, -408: company-payment reimbursement, liability indemnity and status insurance; no separate defense advance in § 17-29-408 |
Member of member-managed or manager of manager-managed LLC for reimbursement/indemnity; member or manager for insurance; no express former-status term (§ 17-29-408) |
Must reimburse covered person for payment made in company activities if §§ 17-29-405 and -409 duties complied with (§ 17-29-408(a)) |
Must indemnify covered person for debt, obligation or other liability incurred in company activities if §§ 17-29-405 and -409 duties complied with (§ 17-29-408(a)) |
§ 17-29-408 does not prescribe defense-expense advancement, undertaking, or repayment terms |
May buy and maintain insurance for member/manager capacity or status liability (§ 17-29-408(b)); no express nonindemnifiable-conduct extension in that subsection |
§ 17-29-408 prescribes no special approval or court route; ordinary member/manager majority decisions follow § 17-29-407(b)(iii), (c)(iii) |
Agreement governs member/manager rights and company activities; chapter fills gaps (§ 17-29-110(a)–(b)); § 17-29-408 does not state a former-status survival rule |
Actual capacity, duties, claim nexus, agreement terms, payment reasonableness and policy coverage require case-specific review |
Every jurisdiction we can source is here: 49 of 51, verified against the statute. Ohio and Wisconsin are absent because those states publish no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the rows go up.
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