Legislation
SECTION 412
Agency of members or managers
Limited Liability Company Law (LLC) CHAPTER 34, ARTICLE 4
§ 412. Agency of members or managers. (a) Unless the articles of
organization of a limited liability company provide that management
shall be vested in a manager or managers, every member is an agent of
the limited liability company for the purpose of its business, and the
act of every member, including the execution in the name of the limited
liability company of any instrument, for apparently carrying on in the
usual way the business of the limited liability company, binds the
limited liability company, unless (i) the member so acting has in fact
no authority to act for the limited liability company in the particular
matter and (ii) the person with whom he or she is dealing has knowledge
of the fact that the member has no such authority.
(b) If the articles of organization of a limited liability company
provide that management shall be vested in one or more managers:
(1) no member, solely by reason of being a member, is an agent of the
limited liability company for the purpose of its business except to the
extent that authority has been delegated to such member by the manager
or managers or by the provisions of the operating agreement; and
(2) every manager is an agent of the limited liability company for the
purpose of its business, and the act of every manager, including the
execution in the name of the limited liability company of any
instrument, for apparently carrying on in the usual way the business of
the limited liability company binds the limited liability company,
unless (A) the manager acting has in fact no authority to act for the
limited liability company in the particular matter and (B) the person
with whom he or she is dealing has knowledge of the fact that the
manager has no such authority.
(c) An act of a member or manager that is not apparently for the
carrying on of the business of the limited liability company in the
usual way does not bind the limited liability company unless authorized
in fact by the limited liability company in the particular matter.
(d) 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.
organization of a limited liability company provide that management
shall be vested in a manager or managers, every member is an agent of
the limited liability company for the purpose of its business, and the
act of every member, including the execution in the name of the limited
liability company of any instrument, for apparently carrying on in the
usual way the business of the limited liability company, binds the
limited liability company, unless (i) the member so acting has in fact
no authority to act for the limited liability company in the particular
matter and (ii) the person with whom he or she is dealing has knowledge
of the fact that the member has no such authority.
(b) If the articles of organization of a limited liability company
provide that management shall be vested in one or more managers:
(1) no member, solely by reason of being a member, is an agent of the
limited liability company for the purpose of its business except to the
extent that authority has been delegated to such member by the manager
or managers or by the provisions of the operating agreement; and
(2) every manager is an agent of the limited liability company for the
purpose of its business, and the act of every manager, including the
execution in the name of the limited liability company of any
instrument, for apparently carrying on in the usual way the business of
the limited liability company binds the limited liability company,
unless (A) the manager acting has in fact no authority to act for the
limited liability company in the particular matter and (B) the person
with whom he or she is dealing has knowledge of the fact that the
manager has no such authority.
(c) An act of a member or manager that is not apparently for the
carrying on of the business of the limited liability company in the
usual way does not bind the limited liability company unless authorized
in fact by the limited liability company in the particular matter.
(d) 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.