2011 Kentucky Revised Statutes CHAPTER 275 LIMITED LIABILITY COMPANIES 275.305 Binding acts of member or manager -- Notice of dissolution. (Effective January 1, 2011)
KY Rev Stat § 275.305 (1996 through Reg Sess) What's This?
275.305 Binding acts of member or manager -- Notice of dissolution. (Effective
January 1, 2011)
(1)
(2)
(3)
(4)
Except as provided in subsections (3) and (4) of this section, after dissolution of the
limited liability company, each member or manager having authority to wind up the
limited liability company's business and affairs may bind the limited liability
company:
(a) By any act appropriate for winding up the limited liability company's affairs or
completing transactions unfinished at dissolution; and
(b) By any other act that would have bound the limited liability company if it had
not been dissolved, if the other party to the transaction did not have notice of
the dissolution.
The filing of articles of dissolution pursuant to KRS 275.315, the entry of a decree
of dissolution pursuant to KRS 275.290, or the filing of a certificate of dissolution
pursuant to KRS 14A.7-020 shall be presumed to constitute notice of dissolution for
purposes of subsection (1)(b) of this section.
An act of a member or manager which is not binding on the limited liability
company pursuant to subsection (1) of this section shall be binding if it is otherwise
authorized by the limited liability company.
An act of a member or manager which would be binding under subsection (1) of
this section, or would be otherwise authorized but which is in contravention of a
restriction on authority, shall not bind the limited liability company to persons
having knowledge of the restriction.
Effective: January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 145, effective January 1, 2011. -Created 1994 Ky. Acts ch. 389, sec. 61, effective July 15, 1994.
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