Louisiana Revised Statutes 12:1317 – Agency power of managers or members
Terms Used In Louisiana Revised Statutes 12:1317
- Articles of organization: means documents filed under La. See Louisiana Revised Statutes 12:1301
- Business: means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit. See Louisiana Revised Statutes 12:1301
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization. See Louisiana Revised Statutes 12:1301
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- Operating agreement: means any agreement, written or oral, of the members as to, or in the case of a limited liability company having a single member, any written agreement between the member and the company memorializing the affairs of a limited liability company and the conduct of its business. See Louisiana Revised Statutes 12:1301
- Person: means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association. See Louisiana Revised Statutes 12:1301
A. Each member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, is a mandatary of the limited liability company for all matters in the ordinary course of its business other than the alienation, lease, or encumbrance of its immovables, unless such mandate is restricted or enlarged in the articles of organization or unless such member or manager lacks the authority to act for the limited liability company and the person with whom he is dealing has knowledge of the fact that he lacks such authority.
B. Persons dealing with a member, if management is reserved to the members, or manager, if management is vested in one or more managers pursuant to La. Rev. Stat. 12:1312, of the limited liability company shall be deemed to have knowledge of restrictions on the authority of such a member or manager contained in a written operating agreement if the articles of organization of the limited liability company contain a statement that such restrictions exist.
C. Persons dealing with a limited liability company may rely upon a certificate of any person named in the statement provided for in La. Rev. Stat. 12:1305(C)(5), or, if no such person or persons are so named, upon a certificate of one or more managers or members, to establish the membership of any member, the authenticity of any records of the limited liability company, or the authority of any person to act on behalf of the limited liability company, including but not limited to the authority to take actions referred to in La. Rev. Stat. 12:1318(B).
Acts 1992, No. 780, §2, eff. July 7, 1992; Acts 1993, No. 475, §4, eff. June 9, 1993.