29-657. Liability for false statement in
articles; definition
A. If any articles of organization, articles of merger or articles of termination
contain any false statement, a person, including a member of a limited liability company,
who suffers loss by relying on the false statement may recover damages for the loss from
the limited liability company and from:
1. Any person who executes the articles, or causes another to execute the articles
on his behalf, and knew or reasonably should have known, and any responsible person who
knew or reasonably should have known, the statement to be false at the time the articles
were executed.
2. Any responsible person who knows or reasonably should have known that any
arrangement or other fact described in the articles has changed, making the statement
inaccurate in any respect within a sufficient time before the statement was relied upon
reasonably to have enabled that responsible person to amend the articles.
B. For purposes of this section, "responsible person" means a manager of a limited
liability company in which management is vested in a manager or managers and a member of
a limited liability company in which management is reserved to the members.
|