(a) A limited liability company shall reimburse for any payment made, and indemnify for any debt, obligation, or other liability incurred, by a member of a member-managed company or the manager of a manager-managed company in the course of the member’s or manager’s activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in §§ 29-804.05 and 29-804.09.
(b) A limited liability company may purchase insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under § 29-801.07(c)(13), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability.
(c) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney’s fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager, if the person promises to repay the company if the person ultimately is determined not to be entitled to be indemnified under subsection (a) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(h)(5)(G), 59 DCR 13171.)
Section ReferencesThis section is referenced in § 29-804.07.
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “Reimbursement, indemnification, advancement,” for “Indemnification” in the section heading; substituted “§ 29-801.07(c)(13)” for “§ 29-801.07(g)” in (b); and added (c).
Editor's NotesUniform Law: This section is based on § 408 of the Uniform Limited Company Act (2006 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.