Sec. 34-209. Agency powers of managers or members after dissolution.
Sec. 34-209. Agency powers of managers or members after dissolution. (a) Except as provided in subsection (c), (d) or (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 business and 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 articles of dissolution shall be presumed to constitute notice of
dissolution for purposes of subdivision (2) of subsection (a) 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 a manager or managers, a manager shall have the authority of a member provided in
subsection (a) of this section, and no member shall have such authority if he is acting
solely in the capacity of a member.
(P.A. 93-267, S. 45.)