10-32.1-04. Knowledge and notice

10-32.1-04. Knowledge and notice

1. A person knows a fact when the person:

a. Has actual knowledge of it; or

b. Is deemed to know it under subdivision a of subsection 4, or law other than this

chapter.

2. A person has notice of a fact when the person:

a. Has reason to know the fact from all of the facts known to the person at the time

in question; or

b. Is deemed to have notice of the fact under subdivision b of subsection 4.

3. A person notifies another of a fact by taking steps reasonably required to inform the

other person in ordinary course, whether or not the other person knows the fact.

4. A person that is not a member is deemed:

a. To know of a limitation on authority to transfer real property as provided in

subsection 7 of section 10-32.1-24; and

b. To have notice of:

(1) The dissolution of a limited liability company, ninety days after a notice of

dissolution under paragraph 1 of subdivision b of subsection 2 of section

10-32.1-51, becomes effective;

(2) The termination of a limited liability company, ninety days after the articles of

dissolution and termination under paragraph 6 of subdivision b of subsection

2 of section 10-32.1-51, becomes effective; and

(3) The merger, conversion, or domestication of a limited liability company,

ninety days after the articles of merger, conversion, or domestication under

sections 10-32.1-67 through 10-32.1-71 becomes effective.