31 §704. Agency power of managers or members after dissolution (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 9: DISSOLUTION
§704. Agency power of managers or members after dissolution
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Binding after dissolution. Except as provided in subsections 3, 4 and 5, after an event causing dissolution of a limited liability company a member may bind a limited liability company:
A. By an act appropriate for winding up a limited liability company's affairs or completing transactions unfinished at dissolution; and [1993, c. 718, Pt. A, §1 (NEW).]
B. By a transaction that would have bound a limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Notice of dissolution. The filing of the certificate of cancellation is presumed to constitute notice of dissolution for purposes of subsection 1, paragraph B.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Binding if authorized. An act of a member that is not binding on a limited liability company pursuant to subsection 1 is binding if it is otherwise authorized by a limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Not binding if notice of restriction. An act of a member that is binding under subsection 1 or otherwise authorized but is 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) .]
5. Authority of manager. If the articles of organization provide that management of a limited liability company vests in managers, a manager has the authority of a member provided for in subsection 1 and that member does not have that authority if acting solely in the capacity of a member.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).