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275.135 Members or managers as agents.
(1)
(2)
(3)
(4)
Except as provided in subsection (2) of this section, every member shall be an
agent of the limited liability company for the purpose of its business or affairs,
and the act of any member, including but not limited to the execution in the
name of the limited liability company of any instrument, for apparently carrying
on in the usual way the business or affairs of the limited liability company of
which he is a member, shall bind the limited liability company, unless the
member so acting has, in fact, no authority to act for the limited liability
company in the particular matter, and the person with whom the member is
dealing has knowledge or has received notification of the fact that the member
has no such authority.
If the articles of organization provide that management of the limited liability
company is vested in a manager or managers:
(a) No member, solely by reason of being a member, shall be an agent of the
limited liability company; and
(b) Every manager shall be an agent of the limited liability company for the
purpose of its business or affairs, and the act of any manager, including,
but not limited to, the execution in the name of the limited liability
company of any instrument, for apparently carrying on in the usual way
the business or affairs of the limited liability company of which he is the
manager shall bind the limited liability company, unless the manager so
acting has, in fact, no authority to act for the limited liability company in
the particular matter, and the person with whom the manager is dealing
has knowledge or has received notification of the fact that the manager
has no such authority.
An act of a manager or a member which is apparently not for the carrying on in
the usual way of the business or affairs of the limited liability company shall not
bind the limited liability company unless, at the time of the transaction or at any
other time, the act is authorized in accordance with the operating agreement.
An act of a manager or member in contravention of a restriction on authority
shall not bind the limited liability company to persons having knowledge of the
restriction.
Effective:July 15, 2010
History: Repealed and reenacted 2010 Ky. Acts ch. 51, sec. 107, effective July 15,
2010. -- Amended 2007 Ky. Acts ch. 137, sec. 107, effective June 26, 2007. -Amended 1998 Ky. Acts ch. 341, sec. 25, effective July 15, 1998. -- Created
1994 Ky. Acts ch. 389, sec. 27, effective July 15, 1994.
Legislative Research Commission Note (7/15/2010). 2010 Ky. Acts ch. 51,
sec. 183, provides, "The specific textual provisions of Sections 1 to 178 of this
Act which reflect amendments made to those sections by 2007 Ky. Acts ch. 137
shall be deemed effective as of June 26, 2007, and those provisions are hereby
made expressly retroactive to that date, with the remainder of the text of those
sections being unaffected by the provisions of this section."
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