Section 10.50.420. Agency power of manager or member after dissolution.

   (a) Except as provided in (b) - (d) of this section, after dissolution of a limited liability company, a member having authority to wind up the company's affairs can bind the company by an act that
        (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
        (2) would have bound the company if the company had not been dissolved, if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.
   (b) A member's act that is not binding on the limited liability company under (a) of this section binds the company if the act is otherwise authorized by the company.
   (c) A member's act that violates a restriction on the member's authority does not bind the member's limited liability company with regard to a person who knows about the restriction, even if the member's act would otherwise be binding under (a) of this section or is otherwise authorized.
   (d) If the company is managed by a manager, a member does not have the authority to bind the company if the member is acting solely in the capacity of a member, and a manager of the company can bind the company by an act that
        (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
        (2) would have bound the company if the company had not been dissolved if the other party to the transaction does not have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of the dissolution.

Notes

History

(Sec. 1 ch 99 SLA 1994)