Knowledge - Notice

(a) A person knows a fact if the person: (1) has actual knowledge of it; or (2) is deemed to know it under subsection (d)(1) or law other than this chapter. (b) A person has notice of a fact if the person: (1) has reason to know the fact from all the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subsection (d)(2). (c) Subject to § 4-38-210(f) , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (d) A person not a member is deemed: (1) to know of a limitation on authority to transfer real property as provided in § 4-38-302(g) ; and (2) to have notice of a limited liability company's: (A) dissolution 90 days after a statement of dissolution under § 4-38-702(b)(2)(A) becomes effective; (B) termination 90 days after a statement of termination under § 4-38-702(b)(2)(F) becomes effective; and (C) participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under § 4-38-1001 et seq. become effective. Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.

(a) A person knows a fact if the person: (1) has actual knowledge of it; or (2) is deemed to know it under subsection (d)(1) or law other than this chapter.

(1) has actual knowledge of it; or

(2) is deemed to know it under subsection (d)(1) or law other than this chapter.

(b) A person has notice of a fact if the person: (1) has reason to know the fact from all the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subsection (d)(2).

(1) has reason to know the fact from all the facts known to the person at the time in question; or

(2) is deemed to have notice of the fact under subsection (d)(2).

(c) Subject to § 4-38-210(f) , a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(d) A person not a member is deemed: (1) to know of a limitation on authority to transfer real property as provided in § 4-38-302(g) ; and (2) to have notice of a limited liability company's: (A) dissolution 90 days after a statement of dissolution under § 4-38-702(b)(2)(A) becomes effective; (B) termination 90 days after a statement of termination under § 4-38-702(b)(2)(F) becomes effective; and (C) participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under § 4-38-1001 et seq. become effective.

(1) to know of a limitation on authority to transfer real property as provided in § 4-38-302(g) ; and

(2) to have notice of a limited liability company's: (A) dissolution 90 days after a statement of dissolution under § 4-38-702(b)(2)(A) becomes effective; (B) termination 90 days after a statement of termination under § 4-38-702(b)(2)(F) becomes effective; and (C) participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under § 4-38-1001 et seq. become effective.

(A) dissolution 90 days after a statement of dissolution under § 4-38-702(b)(2)(A) becomes effective;

(B) termination 90 days after a statement of termination under § 4-38-702(b)(2)(F) becomes effective; and

(C) participation in a merger, interest exchange, conversion, or domestication, 90 days after articles of merger, interest exchange, conversion, or domestication under § 4-38-1001 et seq. become effective.

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.