§ 23-18-3-2 — Notice to member or manager imputed to company; exceptions

Indiana § 23-18-3-2

• 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) Except as provided in subsection (b), notice
to a member of a matter relating to the business or affairs of the limited
liability company and the knowledge of the member acting in the
particular matter acquired while a member or of which the person had
knowledge at the time of becoming a member, and the knowledge of
any other member who reasonably could and should have
communicated the knowledge to the acting member, is notice to the
limited liability company, except in the case of a fraud on the limited
liability company committed by or with the consent of that member.
(b) If the articles of organization provide for a manager or
managers:
(1) notice to a manager of a matter relating to the business or
affairs of the limited liability company, and the knowledge of the
manager acting in the particular matter, acquired while a manager
or of which the person had knowledge at the time of becoming a
manager, and the knowledge of any other manager who
reasonably could and should have communicated the knowledge
to the acting manager, is notice to the limited liability company,
except in the case of a fraud on the limited liability company
committed by or with the consent of that manager; and
(2) notice to or knowledge of any member of a limited liability
company while the member is acting solely in the capacity of a
member is not notice to or knowledge of the limited liability
company.

Legislative History

As added by P.L.8-1993, SEC.301.