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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 50. Alaska Revised Limited Liability Company Act
- Section 420. Agency Power of Manager or Member After Dissolution.
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Section 415. Acts of Winding Up.
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Section 425. Distribution of Assets.
AS 10.50.420. Agency Power of Manager or Member After Dissolution.
- (a) Except as provided in (b) - (d) of this section, after dissolution of a limited liability company, a member having
authority to wind up the company's affairs can bind the company by an act that
- (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
- (2) would have bound the company if the company had not been dissolved, if the other party to the transaction does not
have notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice
of the dissolution.
- (b) A member's act that is not binding on the limited liability company under (a) of this section binds the company if the
act is otherwise authorized by the company.
- (c) A member's act that violates a restriction on the member's authority does not bind the member's limited liability
company with regard to a person who knows about the restriction, even if the member's act would otherwise be binding
under (a) of this section or is otherwise authorized.
- (d) If the company is managed by a manager, a member does not have the authority to bind the company if the member is
acting solely in the capacity of a member, and a manager of the company can bind the company by an act that
- (1) is appropriate for winding up the company's affairs or completing transactions unfinished at dissolution; or
- (2) would have bound the company if the company had not been dissolved if the other party to the transaction does not have
notice of the dissolution; in this paragraph, filing the articles of dissolution is presumed to constitute notice of
the dissolution.
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