§ 23-18-9-5 — Binding acts of members following dissolution

(a) Except as provided in subsections (c), (d),
and (e), following dissolution a member may bind the limited liability
company:
(1) by an act appropriate for winding up the affairs of the limited
liability company or completing transactions unfinished at the
time of dissolution; and
(2) in a transaction that would have been binding on the limited
liability company had the limited liability company not been
dissolved if each party to the transaction does not have notice of
the dissolution.
(b) The filing of articles of dissolution under section 7 of this
chapter constitutes notice of dissolution for purposes of subsection
(a)(2).
(c) An act of a member that is not binding on the limited liability
company under subsection (a) is binding if the act is authorized by the
limited liability company.
(d) An act of a member that would be binding under subsection (a)
or would be authorized except for a restriction on authority does not
bind the limited liability company to persons having knowledge of the
restriction.
(e) If the articles of organization provide for a manager or managers
and the manager or managers have delegated the exclusive authority to
manage the affairs of the limited liability company, then a manager has
the authority of a member under subsection (a), and a member does not
have authority while acting solely in the capacity of a member.

Legislative History

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