Rhode Island General Laws 7-16-20. Agency power of managers
(a) Every manager is an agent of the limited-liability company for the purpose of its business and affairs, and the act of every manager, including the execution in the limited-liability company’s name of any instrument for apparently carrying on in the usual way the business and affairs of the limited-liability company that the manager manages, binds the limited-liability company unless:
(1) The act is in contravention of the articles of organization or this chapter, or
(2) The manager acting otherwise lacks the authority to act for the limited-liability company and the person with whom the manager is dealing has knowledge of the fact that the manager has no authority.
Terms Used In Rhode Island General Laws 7-16-20
- Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
- Business: means any trade, occupation or other commercial activity engaged in for gain, profit or livelihood for which a corporation can be organized under chapter 1. See Rhode Island General Laws 7-16-2
- Managers: means a person or persons designated by the members of a limited-liability company to manage the limited-liability company. See Rhode Island General Laws 7-16-2
- Person: means a natural person, partnership, limited partnership, domestic or foreign limited-liability company, trust, estate, corporation, non-business corporation or other association. See Rhode Island General Laws 7-16-2
(b) Unless otherwise provided in the articles of organization, members of a limited-liability company whose business and affairs is managed by or under the authority of one (1) or more managers pursuant to § 7-16-15 are not agents of the limited-liability company and have no authority to bind the limited-liability company unless they are also managers.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5.