The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Subchapter
004
:
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY
(Cite as: 11 V.S.A. § 4060)
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§ 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.)