31 §643. Limited liability company charged with knowledge of or notice to member or manager (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
§643. Limited liability company charged with knowledge of or notice to member or manager
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Notice to and knowledge of members. Except as provided in subsection 2, notice to a member of a matter relating to the business or affairs of a limited liability company, and the knowledge of the member acting in the particular matter acquired while a member or of which the person had knowledge at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that member.
[ 1997, c. 633, §14 (AMD) .]
2. Notice to and knowledge of managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Notice to a manager of a matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter, acquired while a manager or of which the person had knowledge at the time of becoming a manager and the knowledge of any other manager who reasonably could and should have communicated it to the acting manager, operate as notice to or knowledge of the limited liability company except in the case of a fraud on the limited liability company committed by or with the consent of that manager; and [1993, c. 718, Pt. A, §1 (NEW).]
B. Notice to or knowledge of a member of a limited liability company, while that member is acting solely in that member's capacity as a member, is not notice to or knowledge of a limited liability company. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1997, c. 633, §14 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 633, §14 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).