347.065. Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.

378 words·~2 min read·/mo/chapter-347/347-065

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

347.065. Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority. — 1. Except as provided in subsection 2 of this section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution of any instrument, for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a member binds 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 he is dealing has knowledge of the fact that the member has no such authority.

2. If the articles of organization provide that management of the limited liability company is vested in one or more managers:

(1)No member, acting solely in his capacity as a member, is an agent of the limited liability company; and

(2)Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a manager binds 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 he is dealing has knowledge of the fact that the manager has no such authority.

3. An act of a member or manager which is not apparently for the carrying on the usual way of the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with the terms of the operating agreement, at the time of the transaction or at any other time.

4. No act of a member, manager or other agent of a limited liability company in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.

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(L. 1993 S.B. 66 & 20 § 359.738)

Effective 12-01-93