N.Y. Limited Liability Company Law § 412: Agency of members or managers

§ 412. Agency of members or managers. (a) Unless the articles of

organization of a limited liability company provide that management

shall be vested in a manager or managers, every member is an agent of

the limited liability company for the purpose of its business, and the

act of every member, including the execution in the name of the limited

liability company of any instrument, for apparently carrying on in the

usual way the business of the limited liability company, binds the

limited liability company, unless (i) the member so acting has in fact

no authority to act for the limited liability company in the particular

matter and (ii) the person with whom he or she is dealing has knowledge

of the fact that the member has no such authority.

(b) If the articles of organization of a limited liability company

provide that management shall be vested in one or more managers:

(1) no member, solely by reason of being a member, is an agent of the

limited liability company for the purpose of its business except to the

extent that authority has been delegated to such member by the manager

or managers or by the provisions of the operating agreement; and

(2) every manager is an agent of the limited liability company for the

purpose of its business, and the act of every manager, including the

execution in the name of the limited liability company of any

instrument, for apparently carrying on in the usual way the business of

the limited liability company binds the limited liability company,

unless (A) the manager acting has in fact no authority to act for the

limited liability company in the particular matter and (B) the person

with whom he or she is dealing has knowledge of the fact that the

manager has no such authority.

(c) An act of a member or manager that is not apparently for the

carrying on of the business of the limited liability company in the

usual way does not bind the limited liability company unless authorized

in fact by the limited liability company in the particular matter.

(d) No act of a member, manager or other agent of a limited liability

company in contravention of a restriction on authority shall bind the

limited liability company to persons having knowledge of the

restriction.