1. Transfer by member. Except as provided in subsection 5, title to property of a limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a member in the name of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Transfer by persons named in title. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company, even if the name of that limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Recovery of transferred property. Property transferred under subsections 1 and 2 may be recovered by a limited liability company if it proves that the act of the person executing the instrument of transfer did not bind that limited liability company under section 641. Unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Transfer to a transferee without notice. Title to property of a limited liability company that is held in the name of one or more persons other than that limited liability company without an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company may be transferred free of claims of that limited liability company or the members by the person in whose name title is held to a transferee who gives value without having notice that it is property of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Transfer by managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Title to property of the limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a manager in the name of that limited liability company; and [1993, c. 718, Pt. A, §1 (NEW).]
B. A member, acting solely in the capacity as a member, does not have authority to transfer title to property of a limited liability company that is held in the name of a limited liability company. [1993, c. 718, Pt. A, §1 (NEW).]
[ 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).
1. Transfer by member. Except as provided in subsection 5, title to property of a limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a member in the name of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Transfer by persons named in title. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company, even if the name of that limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Recovery of transferred property. Property transferred under subsections 1 and 2 may be recovered by a limited liability company if it proves that the act of the person executing the instrument of transfer did not bind that limited liability company under section 641. Unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Transfer to a transferee without notice. Title to property of a limited liability company that is held in the name of one or more persons other than that limited liability company without an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company may be transferred free of claims of that limited liability company or the members by the person in whose name title is held to a transferee who gives value without having notice that it is property of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Transfer by managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Title to property of the limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a manager in the name of that limited liability company; and [1993, c. 718, Pt. A, §1 (NEW).]
B. A member, acting solely in the capacity as a member, does not have authority to transfer title to property of a limited liability company that is held in the name of a limited liability company. [1993, c. 718, Pt. A, §1 (NEW).]
[ 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).
1. Transfer by member. Except as provided in subsection 5, title to property of a limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a member in the name of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Transfer by persons named in title. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company, even if the name of that limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Recovery of transferred property. Property transferred under subsections 1 and 2 may be recovered by a limited liability company if it proves that the act of the person executing the instrument of transfer did not bind that limited liability company under section 641. Unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Transfer to a transferee without notice. Title to property of a limited liability company that is held in the name of one or more persons other than that limited liability company without an indication in the instrument transferring title to the property to them in their capacity as members or managers of that limited liability company or of the existence of a limited liability company may be transferred free of claims of that limited liability company or the members by the person in whose name title is held to a transferee who gives value without having notice that it is property of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Transfer by managers. If the articles of organization provide that management of a limited liability company is vested in a manager or managers:
A. Title to property of the limited liability company that is held in the name of that limited liability company may be transferred by an instrument of transfer executed by a manager in the name of that limited liability company; and [1993, c. 718, Pt. A, §1 (NEW).]
B. A member, acting solely in the capacity as a member, does not have authority to transfer title to property of a limited liability company that is held in the name of a limited liability company. [1993, c. 718, Pt. A, §1 (NEW).]
[ 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).
