New York § 412 - 412Agency of members or managers
Full text of New York New York Consolidated Laws § 412 — 412Agency of members or managers, with citation guidance and answers to common questions.
§ 412. 412Agency 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.
Source: official New York text · Last verified 2026-08-27
Frequently Asked Questions About New York § 412
What does New York Consolidated Laws § 412 cover?
Section 412 ("412Agency of members or managers") is part of the New York Consolidated Laws, the codified statutory law of New York. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite New York § 412?
A common citation format is "New York Consolidated Laws § 412" (New York). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of New York law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the New York official source linked on this page or consult a licensed New York attorney.
How does New York § 412 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in New York can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in New York.