§ 4-32-904 - Agency power of managers or members after dissolution.
4-32-904. Agency power of managers or members after dissolution.
(a) Except as provided in subsections (c)-(e) of this section, after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business and affairs can bind the limited liability company:
(1) By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and
(2) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
(b) The filing of the articles of dissolution shall be presumed to constitute notice of dissolution for purposes of subdivision (a)(2) of this section.
(c) An act of a member which is not binding on the limited liability company pursuant to subsection (a) of this section is binding if it is otherwise authorized by the limited liability company.
(d) An act of a member which would be binding under subsection (a) of this section or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.
(e) If the articles of organization vest management of the limited liability company in managers, a manager shall have the authority of a member provided for in subsection (a) of this section, and no member shall have such authority if the member is acting solely in the capacity of a member.