275.145 Effect of notice to members or managers.
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/ky/chapter-275/275-145A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Except as provided in subsection
(2)of this section, notice to any member of any
matter relating to the business or affairs of the limited liability company, and the
knowledge of the member acting in the particular matter, acquired while a member
or known at the time of becoming a member, and the knowledge of any other
member who reasonably could and should have communicated the knowledge to the
acting member, shall operate as notice to or knowledge of the limited liability
company, except in the case of a fraud on the limited liability company committed
by or with the consent of that member.
(2)If the articles of organization provide that management of the limited liability
company is vested in a manager or managers:
(a)Notice to any manager of any matter relating to the business or affairs of the
limited liability company, and the knowledge of the manager acting in the
particular matter, acquired while a manager or known at the time of becoming
a manager, and the knowledge of any other manager who reasonably could
and should have communicated the knowledge to the acting manager, shall
operate as notice to or knowledge of the limited liability company, except in
the case of a fraud on the limited liability company committed by or with the
consent of that manager; and
(b)Notice to or knowledge of any member of the limited liability company while
the member is acting solely in the capacity of a member shall not constitute
notice to or knowledge of the limited liability company.