31 §641. Agency power of members and managers (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 3: RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH A LIMITED LIABILITY COMPANY
§641. Agency power of members and managers
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Actions of members. Except as provided in subsection 2, each member is an agent of a limited liability company for the purpose of its business or affairs, and the act of a member, including, but not limited to, the execution in the name of a limited liability company of an instrument, for carrying on the business or affairs of that limited liability company of which that person is a member, binds a limited liability company, unless the acting member has no authority to act for the limited liability company in a particular matter, and the person with whom that member is dealing has knowledge of the fact that the member has no such authority.
[ 1997, c. 633, §12 (AMD) .]
2. Management vested in one or more managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. A member, acting solely in the capacity as a member, is not an agent of a limited liability company; and [1993, c. 718, Pt. A, §1 (NEW).]
B. Each manager is an agent of a limited liability company for the purpose of its business or affairs, and the act of a manager, including, but not limited to, the execution in the name of that limited liability company of an instrument, for carrying on in the usual way the business or affairs of that limited liability company of which that person is the manager, binds that limited liability company, unless the acting manager has no authority to act for the limited liability company in a particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1997, c. 633, §12 (AMD) .]
3. Action not apparently in usual way of carrying on business. An act of a manager or a member that is not apparently for carrying on in the usual way the business or affairs of a limited liability company does not bind that limited liability company unless authorized in accordance with an operating agreement or articles of organization at the time of the transaction or at any other time.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Act in contravention of restriction on authority. An act of a manager or member in contravention of a restriction on authority does not bind a limited liability company to persons having knowledge of the restriction.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 633, §12 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).