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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

003
:
RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY








[Section 3041 repealed effective July 1, 2016.]

[Section 3041 repealed effective July 1,

2016.]

§

3041. Agency of members and managers

(a) Subject to

subsections (b) and (c) of this section:

(1) each member

is an agent of the limited liability company for the purpose of its business;

(2) an act of a member,

including the signing of an instrument in the company name, for apparently

carrying on in the ordinary course the company's business or business of the

kind carried on by the company binds the company, unless the member had no

authority to act for the company in the particular matter and the person with

whom the member was dealing knew or had received notice that the member lacked

such authority; and

(3) an act of a

member which is not apparently for carrying on in the ordinary course the

company's business or business of the kind carried on by the company binds the

company only if the act was authorized by the other members.

(b) Subject to

subsection (c) of this section, in a manager-managed limited liability company:

(1) a member is

not an agent of the company for the purpose of its business solely by reason of

being a member;

(2) each manager

is an agent of the company for the purpose of its business;

(3) an act of a

manager, including the signing of an instrument in the company name, for

apparently carrying on in the ordinary course the company's business or

business of the kind carried on by the company binds the company, unless the

manager had no authority to act for the company in the particular matter and

the person with whom the manager was dealing knew or had notice that the

manager lacked such authority; and

(4) an act of a

manager which is not apparently for carrying on in the ordinary course the

company's business or business of the kind carried on by the company binds the

company only if the act was authorized under subdivision 3054(b)(2) of this

title.

(c) Unless the

articles of organization limit their authority, any member of a member-managed

limited liability company, or any manager of a manager- managed company, may

sign and deliver any instrument transferring or affecting the company's

interest in real property, which instrument is conclusive in favor of a person

who gives value without knowledge of the lack of the authority of the person

signing and delivering the instrument. (Added 1995, No. 179 (Adj. Sess.), § 4.)