LLC Reimbursement, Indemnification, Advancement, and Insurance Requirements in Georgia

At a glance

Requirements one by one

Governing indemnification rule

Georgia's LLC indemnification provision says the company “may, and shall have the power to, indemnify and hold harmless” a covered person for claims and demands arising in connection with the LLC (§ 14-11-306). The provision grants authority; it does not command payment on every claim.

Covered people and claims

Section 14-11-306 names “any member or manager or other person” and reaches “any and all claims and demands whatsoever arising in connection with the limited liability company.” A person's capacity and the connection between the claim and the company remain material. The articles or a written operating agreement may set standards and restrictions.

Conduct limit and agreement control

The closing clause of § 14-11-306 forbids indemnification of a member or manager for liability that the articles or a written operating agreement cannot eliminate under § 14-11-305(4)(A)(i)-(ii). Those two categories are intentional misconduct or a knowing violation of law, and a transaction producing a personal benefit in breach of a written operating agreement. The bar is tied to liability for members and managers; do not automatically extend its text to every other person named in the opening clause.

What trips people up

“Any and all claims and demands” in § 14-11-306 is broad, but it is still subject to the company documents and the explicit member/manager liability bar. The section does not itself describe reimbursement of an ordinary company payment, pre-entitlement defense advances, repayment promises, insurance policy terms, or a special court approval route. Those questions require the governing documents and any other applicable authority; an indemnity clause alone cannot settle them.

Common questions

Is indemnification automatic when a claim names a manager? No. Section 14-11-306 uses “may,” makes the authority subject to the articles or a written agreement, and includes the nonexculpable-liability limit.

Can the company documents remove the statutory misconduct bar? No. Section 14-11-306 expressly withholds indemnity power for member or manager liability within the two § 14-11-305(4)(A) categories.

Does the statute say that an insurance policy will cover a claim? Section 14-11-306 addresses the LLC's indemnity power. Actual insurance coverage depends on the policy and the facts.

Statutes and sources

• O.C.G.A. § 14-11-306: “a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever arising in connection with the limited liability company” subject to the remainder of the sentence. Official 1993 Georgia Laws, Act 174, p. 163, accessed 2026-09-23.
• O.C.G.A. § 14-11-305(4)(A)(i)-(ii): “no such provision shall eliminate or limit the liability of a member or manager” for the two stated categories. Official 1993 Georgia Laws, Act 174, pp. 162-163, accessed 2026-09-23.