Essay 4 -- LLC App Auth/Member Managed/Disassociatioin Flashcards
When the certificate of organization fails to specify whether the LLC is member-managed or managermanaged, what is it?
Member managed
Under RULLCA, what does each member in a member managed LLC have?
Equal rights in management and conduct of company
What does each member of a member managed LLC do? UNLESS/AND?
They can bind the company
to contracts for apparently carrying on the ordinary business of the company
unless the member lacks
authority to do so and the OTHER PARTY to the contract has notice that the member lacks such authority.
Give argument for Brother’s actual Auth? APp Auth?
He was member of LLC and was carrying out ordinary business
2) Apparent because tire Manuf had previously sold tires to LLC and could rely on bro to be properly acting for LLC
What does authority depend on for non-ordinary transactions?
The operating agreement of the
LLC, which governs “relations between the members and the limited liability company” and “the activities of the company.”
What does RULLCA leave apparent authority up to?
Agency law principles
How did cousin lack both actual/apparent auth?
Actual – had no actual auth.
Apparent – Buyer could not reasonably rely on sole signature for LLC… LLC made no manifestatinons to buyer.. Sale of farmland was not in ordinary course of business of bike shop
In a member managed LLC what must be aquired for for activities out of ordinary course of conduct?
Consent of all members
Under RULLCA what results in disaccoiation?
Express will of member to withdraw
What does disassociation results in?
Loss of rights to participate in managing LLC
Maintains right to distributions of payments by LLC if they are made
