§ 23-18-3-1 — Members and managers as agents; companies existing on or before June 30, 1999

Indiana § 23-18-3-1

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 18: LIMITED LIABILITY COMPANIES
• Ch. 3: Relations of Members and Managers to Persons Dealing

Text

(a) Unless otherwise provided in a written
operating agreement, a limited liability company existing under this
article on or before June 30, 1999, is governed by this section.
(b) Except as provided in subsection (c), each member is an agent
of the limited liability company for the purpose of the limited liability
company's business or affairs, and the act of any member, including the
execution in the name of the limited liability company of an instrument
for apparently carrying on in the usual way the business or affairs of the
limited liability company, binds the limited liability company, unless:
(1) the acting member does not have authority to act for the
limited liability company in the particular matter; and
(2) the person with whom the member is dealing has knowledge
of the fact that the member does not have the authority to act.
(c) If the articles of organization provide for a manager or managers,
and except to the extent provided in the articles of organization:
(1) a member acting solely in the capacity as a member is not an
agent of the limited liability company; and
(2) each manager is an agent of the limited liability company for
the purpose of its business or affairs, and the act of any manager,
including 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
binds the limited liability company, unless the manager so acting
does not have authority to act for the limited liability company in
the particular matter, and the person with whom the manager is
dealing has knowledge of the fact that the manager does not have
the authority to act.
(d) An act of a manager or a member that 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 a written operating agreement or by the unanimous
consent of all members at any time.

Legislative History

As added by P.L.8-1993, SEC.301. Amended by P.L.269-1999, SEC.1.