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Searching 2017-2018 Session

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

(Cite as: 11 V.S.A. § 4060)
  • § 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.)