347.067. Binding act after dissolution, manner--unauthorized acts.
Binding act after dissolution, manner--unauthorized acts.
347.067. 1. After dissolution, an authorized person canbind the limited liability company, except as provided insubsection 2 of this section, as follows:
(1) By any act appropriate for winding up the affairs ofthe limited liability company or completing transactionsunfinished at dissolution; and
(2) By any transaction which, although not authorized,would bind the limited liability company if dissolution had nottaken place, if the other party to the transaction:
(a) Had extended credit to the limited liability companywithin two years prior to the event causing the dissolution andhad no knowledge or notice of the dissolution; or
(b) Though such party had not so extended credit, hadnevertheless known of the limited liability company prior todissolution, had no knowledge or notice of dissolution, the factof dissolution had not been disclosed by a notice of winding upfiled pursuant to section 347.137 or a notice of merger orconsolidation filed pursuant to section 347.129.
2. The limited liability company is not bound by anyunauthorized act of an authorized person after dissolution:
(1) Where the limited liability company is dissolvedbecause it is unlawful to carry on the business, unless the actis appropriate for winding up limited liability company affairs;
(2) Where such authorized person is the subject of abankruptcy and there is at least one remaining authorized personwho is not the subject of a bankruptcy; or
(3) Where the person so dealing with such authorized personhas knowledge that such act is not authorized.
(L. 1993 S.B. 66 & 20 § 359.739)Effective 12-1-93