79-29-303 - Agency power of members and managers. - Mississippi Statutes

§ 79-29-303. Agency power of members and managers.
 

(1)  Except as provided in subsection (2) of this section, every member is an agent of the limited liability company for the purpose of conducting its business and 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, 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 certificate of formation provides that management of the limited liability company is vested in a manager or managers: 

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

(b) Every manager is an agent of the limited liability company for the purpose of its business and 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, 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 manager or a member which is not apparently for the carrying on in the usual way the business of the limited liability company does not bind the limited liability company unless authorized in accordance with the limited liability company agreement. 

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

Sources: Laws,  1994, ch. 402, § 24, eff from and after July 1, 1994.