2005 Idaho Code - 53-634 — TRANSFER OF PROPERTY

                                  TITLE  53
                                 PARTNERSHIP
                                  CHAPTER 6
                     IDAHO LIMITED LIABILITY COMPANY ACT
    53-634.  TRANSFER OF PROPERTY. (1) Except as provided in subsection (5) of
this section, property of the limited liability company held in the name of
the limited liability company may be transferred by an instrument of transfer
executed by any member in the name of the limited liability company.
    (2)  Property of the limited liability company that is held in the name of
one (1) or more members or managers with an indication in the instrument
transferring the property to them of their capacity as members or managers of
a limited liability company or of the existence of a limited liability
company, if the name of the limited liability company is not indicated, may be
transferred by an instrument of transfer executed by the persons in whose name
title is held.
    (3)  Property transferred under subsections (1) and (2) of this section
may be recovered by the limited liability company if it proves that the
execution of the instrument of transfer did not bind the limited liability
company under section 53-616, Idaho Code, unless the property has been
transferred by the initial transferee or a person claiming through the initial
transferee to a subsequent transferee who gives value without having notice
that the person who executed the instrument of initial transfer lacked
authority to bind the limited liability company.
    (4)  Property of the limited liability company held in the name of one (1)
or more persons other than the limited liability company without an indication
in the instrument transferring to the property to them of their capacity as
members or managers of a limited liability company or of the existence of a
limited liability company, may be transferred free of any claims of the
limited liability company or the members by the persons in whose name title is
held to a transferee who gives value without having notice that it is property
of the limited liability company.
    (5)  If the articles of organization provide that management of the
limited liability company is vested in a manager or managers:
    (a)  Title to property of the limited liability company that is held in
    the name of the limited liability company may be transferred by an
    instrument of transfer executed by any manager in the name of the limited
    liability company; and
    (b)  A member, solely by reason of being a member, shall not have
    authority to transfer property of the limited liability company.