{"data":{"id":"us-id/idaho-code-30-25-107","jurisdiction":"us-id","citation":"Idaho Code § 30-25-107","heading":"OPERATING AGREEMENT — EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.","body":"(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n(b) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under section 30-25-503(b)(2), Idaho Code, to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:\n(1) Is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and\n(2) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.\n(c) If a record delivered by a limited liability company to the secretary of state for filing becomes effective and contains a provision that would be ineffective under section 30-25-105(c) or (d)(3), Idaho Code, if contained in the operating agreement, the provision is ineffective in the record.\n(d) Subject to subsection (c) of this section, if a record delivered by a limited liability company to the secretary of state for filing becomes effective and conflicts with a provision of the operating agreement:\n(1) The agreement prevails as to members, persons dissociated as members, transferees, and managers; and\n(2) The record prevails as to other persons to the extent they reasonably rely on the record.","path":["TITLE 30 CORPORATIONS","CHAPTER 25 LIMITED LIABILITY COMPANIES","PART 1 GENERAL PROVISIONS"],"source_url":"https://legislature.idaho.gov/statutesrules/idstat/title30/t30ch25/sect30-25-107/","current_through":"2026 Legislative Session","vintage":"","retrieved_at":"2026-09-04T11:18:37Z","sha256":"f065acab58671bac0370f1e10eae97f8177ae468ba863d3d506082ffb4bb8f86","source_id":"us-id","stale":false,"prev":"us-id/idaho-code-30-25-106","next":"us-id/idaho-code-30-25-108"},"notice":"GroundRules: Original legal text. Not legal advice."}