2006 Code of Virginia § 13.1-1021.1 - Agency of members and managers

13.1-1021.1. Agency of members and managers.

A. Subject to subsections B and C:

1. Each member is an agent of the limited liability company for the purposeof its business;

2. An act of a member, including the signing of an instrument in the limitedliability company name, for apparently carrying on in the ordinary course thelimited liability company business or business of the kind carried on by thelimited liability company, binds the limited liability company, unless themember had no authority to act for the limited liability company in theparticular matter and the person with whom the member was dealing knew or hadnotice that the member lacked authority; and

3. An act of a member which is not apparently for carrying on in the ordinarycourse the limited liability company business or business of the kind carriedon by the limited liability company binds the limited liability company onlyif the act was authorized by the other members in accordance with 13.1-1022.

B. Subject to subsection C, in a manager-managed limited liability company:

1. If the articles of organization specify that the limited liability companyis to be managed by a manager or managers, a member is not an agent of thelimited liability company for the purpose of its business solely by reason ofbeing a member;

2. Each manager is an agent of the limited liability company for the purposeof its business;

3. An act of a manager, including the signing of an instrument in the limitedliability company name, for apparently carrying on in the ordinary course thelimited liability company business or business of the kind carried on by thelimited liability company, binds the limited liability company, unless themanager had no authority to act for the limited liability company in theparticular matter and the person with whom the manager was dealing knew orhad notice that the manager lacked authority; and

4. An act of a manager which is not apparently for carrying on in theordinary course the limited liability company business or business of thekind carried on by the limited liability company binds the company only ifthe act was authorized in accordance with 13.1-1024.

C. Unless the articles of organization limit their authority, any member in amember-managed limited liability company, or any manager in a manager-managedlimited liability company, may sign and deliver any instrument transferringor affecting the limited liability company's interest in real property, whichinstrument shall be conclusive in favor of a person who gives value withoutknowledge of the lack of authority of the person signing and delivering theinstrument.

(1995, c. 168.)