§ 4841. Prohibited Acts
TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4841. Agency of Members and Managers. (a) Subject to subsections (b) and (c): (1) Each member is an agent of the limited liability company for the pur- pose of its business, and an act of a member, including the signing of an in- strument in the company’s name, for apparently carrying on in the ordinary course the company’s business or business of the kind carried on by the com- pany binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority. (2) An act of a member which is not apparently for carrying on in the ordi- nary course the company’s business or business of the kind carried on by the company binds the company only if the act was authorized by the other mem- bers. (b) Subject to subsection (c), in a manager-managed company: (1) A member is not an agent of the company for the purpose of its busi- ness solely by reason of being a member. Each manager is an agent of the company for the purpose of its business, and an act of a manager, including the signing of an instrument in the company’s name, for apparently carrying on in the ordinary course the company’s business or business of the kind car- ried on by the company binds the company, unless the manager had no author- ity to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authori- ty. (2) An act of a manager which is not apparently for carrying on in the ordi- nary course the company’s business or business of the kind carried on by the company binds the company only if the act was authorized under section 4854. (c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. Source: PL 14-11, § 2 (301), modified. Commission Comment: See the comment to 4 CMC § 4801 regarding PL 14-11.
Source: CNMI Law Revision Commission