Chapter 13: LIMITED LIABILITY COMPANIES ENACTED BY PL 1993, C. 718, PT. A, §1
Subchapter 9: DISSOLUTION ENACTED BY PL 1993, C. 718, PT. A, §1
§704. Agency power of managers or members after dissolution
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).
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