Arizona Laws 29-3301. Agency power of member and manager
A. In a member-managed limited liability company, both of the following apply:
Terms Used In Arizona Laws 29-3301
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in section 29-3407, subsection C. See Arizona Laws 29-3102
- Manager-managed limited liability company: means a limited liability company that qualifies under section 29-3407, subsection A. See Arizona Laws 29-3102
- Member: means a person that both:
(a) Has become a member of a limited liability company under section 29-3401 or was a member in a company when the company became subject to this chapter under section 29-3110. See Arizona Laws 29-3102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Arizona Laws 29-3102
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 29-3105, subsection A. See Arizona Laws 29-3102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation or government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-3102
1. Each member is an agent of the company for the purpose of conducting the company’s activities and affairs in the ordinary course.
2. The act of each member done in the ordinary course of the company’s activities and affairs binds the company unless the acting member has in fact no authority to act for the company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
B. In a manager-managed limited liability company, all of the following apply:
1. A member is not an agent of the company solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or managers or by the provisions of an operating agreement.
2. Each manager is an agent of the company for the purpose of conducting the company’s activities and affairs in the ordinary course.
3. The act of each manager done in the ordinary course of the company’s activities and affairs binds the company unless the acting manager has in fact no authority to act for the company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.