§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).
§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).
§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).
