(a) Except as provided in (b) and (c) of this section, a member of a limited liability company is an agent of the company for the purpose of conducting the company's affairs. A member's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business, binds the company, unless the member does not in fact have the authority to act for the company in the particular matter and the person with whom the member is dealing knows that the member does not have the authority to act for the company in the particular matter.
(b) If a limited liability company is managed by a manager, a member is not, solely by reason of being a member, an agent of the company.
(c) If a limited liability company is managed by a manager, a manager is an agent of a limited liability company for the purpose of conducting its affairs, and a manager's act, including the execution of an instrument in the name of the company, that appears to be performed in the usual and customary way of conducting business binds the company, unless the manager does not in fact have the authority to act for the company in the particular matter and the person with whom the manager is dealing knows that the manager does not have the authority to act for the company in the particular matter.
(d) A limited liability company manager's or member's act that does not appear to be performed in the usual and customary way of conducting business does not bind the company, unless the act is authorized by an operating agreement of the company when the act is performed or at another time.
(e) A limited liability company manager's or member's act that contravenes a restriction on the manager's or member's authority does not bind the company with regard to persons who know about the restriction.
Section: 10.50.250 10.50.255 10.50.260 10.50.265 NextLast modified: November 15, 2016