Dissociated member's power to bind limited liability company.

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47-34A-604. Dissociated member's power to bind limited liability company.

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under §47-34A-301 before dissociation only if at the time of entering into the transaction the other party:

(1)Reasonably believed that the dissociated member was then a member;

(2)Did not have notice of the member's dissociation; and

(3)Is not deemed to have had notice under §47-34A-605.

Source: SL 1998, ch 272, §604.


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