(a) If the articles of organization do not provide that management is vested in a manager or managers, then property of the limited liability company held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.
(b) Property of the limited liability company that is held in the name of one (1) or more members or managers with an indication in the instrument transferring the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.
(c) Property transferred under subsections (a) and (b) of this section may be recovered by the limited liability company only if it proves that the person executing the instrument had no authority to do so, and the initial transferee had knowledge of the lack of authority unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the limited liability company.
(d) Property of the limited liability company held in the name of one (1) or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company may be transferred free of any claims of the limited liability company or the members by the persons in whose name title is held to a transferee who gives value without having notice that it is property of the limited liability company.
(e) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(1) Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; and
(2) A member, solely by reason of being a member, shall not have authority to transfer property of the limited liability company.
Section: 4-32-702 4-32-703 4-32-704 4-32-705 4-32-706 4-32-707 NextLast modified: November 15, 2016