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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

004
:
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY










 

§

4060. Reimbursement, indemnification, and insurance

(a) A

member-managed limited liability company shall reimburse a member, and a

manager-managed limited liability company shall reimburse a manager, for

payments made and indemnify the member or manager for liabilities reasonably

incurred by the member or manager in the ordinary and proper conduct of the

activities of the limited liability company or for the preservation of its

activities or property.

(b) 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 whether or not the operating

agreement is permitted to provide for the member or manager to be indemnified

against the liability.

(c) A limited

liability company shall reimburse a member for an advance to the company beyond

the amount of contribution the member agreed to make.

(d) A payment or

advance that gives rise to an obligation of a limited liability company under

subsections (a) through (c) of this section constitutes a loan to the company,

which accrues interest from the date of the payment or advance.

(e) A member is

not entitled to remuneration for services performed for a limited liability

company even in the capacity as a manager of a manager-managed company, except

for reasonable compensation for services rendered in winding up the activities

of the company. (Added 2015, No. 17, § 2.)