183.0904 Agency power of managers or members after dissolution.
(1) Except as provided in subs. (3), (4) and (5), after dissolution of the limited liability company, each of the members having authority to wind up the limited liability company's business may bind the limited liability company in any of the following ways:
(a) By any act appropriate for winding up the limited liability company's business or completing transactions unfinished at dissolution.
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
(2) The filing of the articles of dissolution shall be considered to constitute notice of dissolution for purposes of sub. (1) (b).
(3) An act of a member that is not binding on a limited liability company under sub. (1) is binding if it is otherwise authorized by the limited liability company.
(4) An act of a member that would be binding under sub. (1) or that otherwise would be authorized but which is in contravention of a restriction on authority shall not bind a limited liability company to persons having knowledge of the restriction.
(5) If management of a limited liability company is vested in one or more managers, a manager shall have the authority of a member under sub. (1), and a member shall not have that authority if the member is acting solely in the capacity of a member.
History: 1993 a. 112.
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