KRS 275.305: Binding acts of member or manager -- Notice of dissolution.

(1) Except as provided in subsections (3) and (4) of this section, after dissolution of the

limited liability company, each member or manager having authority to wind up the

limited liability company's business and affairs may bind the limited liability

company:

(a) By any act appropriate for winding up the limited liability company's affairs or

completing transactions unfinished at dissolution; and

(b) By any other act that would have bound the limited liability company if it had

not been dissolved, if the oth er party to the transaction did not have notice of

the dissolution.

(2) The filing of articles of dissolution pursuant to KRS 275.315, the entry of a decree

of dissolution pursuant to KRS 275.290, or the filing of a certificate of dissolution

pursuant to KRS 14A.7-020 shall be presumed to constitute notice of dissolution for

purposes of subsection (1)(b) of this section.

(3) An act of a member or manager which is not binding on the limited liability

company pursuant to subsection (1) of this section shall b e binding if it is otherwise

authorized by the limited liability company.

(4) An act of a member or manager which would be binding under subsection (1) of

this section, or would be otherwise authorized but which is in contravention of a

restriction on auth ority, shall not bind the limited liability company to persons

having knowledge of the restriction.