AI-assisted research summary: A limited liability company may indemnify and hold harmless members, managers, or other persons, and must indemnify certain successful members, managers, officers, employees, or agents for covered defense expenses, subject to the operating agreement.
17-7670. Indemnification. (a) Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. (b) (1) Except as provided in the operating agreement, to the extent that a present or former member, manager or officer of a limited liability company has been successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees. (2) For indemnification with respect to any act or omission occurring after June 30, 2025, references to "officer" for purposes of this subsection only means an officer of the limited liability company who: (A) Is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the limited liability company; or (B) is or was identified in the limited liability company's public filings with the United States securities and exchange commission, because such person is or was one of the most highly compensated executive officers of the limited liability company. History: L. 1999, ch. 119, § 9; L. 2014, ch. 40, § 6; L. 2025, ch. 95, § 6; July 1.