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.