(a) A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person:
(1) knows of it;
(2) receives notification of it;
(3) has reason to know the fact from all of the facts known to the person at the time in question; or
(4) is deemed to have notice of the fact under subsection (d).
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a limited liability company's:
(1) matters included in the certificate of formation under Sections 10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing;
(2) dissolution, 90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of merger or statement of conversion under Article 10 becomes effective; and
(4) reinstatement, 90 days after a certificate of reinstatement under Section 10A-5A-7.08 becomes effective.
(e) A member's knowledge, notice or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
Last modified: May 3, 2021