Dissociated member's power to bind limited liability company

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  • 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 subchapter IX of this chapter, is bound by an act of the dissociated member which would have bound the company under section 1301 of this chapter 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 section 1704 of this chapter.


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