79-29-804 - Agency power of managers or members after dissolution. - Mississippi Statutes

§ 79-29-804. Agency power of managers or members after dissolution.
 

(1)  Except as provided in subsections (3), (4) and (5) of this section, after an event causing dissolution of the limited liability company any member can bind the limited liability company: 

(a) By any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and 

(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. 

(2)  The filing of the certificate of dissolution shall be presumed to constitute notice of dissolution for purposes of paragraph (1)(b) of this section. 

(3)  An act of a manager or member which is not binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized by the limited liability company. 

(4)  An act of a manager or member which would be binding under subsection (1) or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction. 

(5)  If the certificate of formation vests management of the limited liability company in a manager or managers, the manager or managers shall have the authority of a member provided for in subsection (1), and no member shall have such authority if he is acting solely in the capacity of a member. 
 

Sources: Laws,  1994, ch. 402, § 51, eff from and after July 1, 1994.