Business Organizations Code revisor's report, part 4

(1) the officer, agent, manager,
or member so acting otherwise lacks the
authority to act for the limited liability
company; and
(2) the person with whom the
officer, agent, manager, or member is dealing
has knowledge of the fact that the officer,
agent, manager, or member does not have that
authority.
Revisor's Note
No substantive change is intended. The
revised law combines provisions of the Texas
Limited Liability Company Act relating to
limited liability company property and
authority of agents into one section. The
provisions of Article 2.11, Texas Limited
Liability Company Act, stating that a limited
liability company may own or purchase
property in its own name and that instruments
and documents providing for the acquisition,
mortgage, or disposition of the limited
liability company's property are binding upon
the company if executed by an agent of the
company are simplified in the code, which
states that an act committed by an agent of a
limited liability company, "including the
execution of an instrument, document,
mortgage, or conveyance in the name of the
company," is binding upon the company.
Section 101.254(c) was previously implied by
the Texas Limited Liability Company Act and
is now made explicit by the code, which
clarifies that acts by agents not apparently
for carrying out the ordinary course of
business may bind the company if authorized
in accordance with this title.
Revised Law
Sec. 101.255. CONTRACTS OR TRANSACTIONS INVOLVING
INTERESTED GOVERNING PERSONS OR OFFICERS. (a) This section
applies only to a contract or transaction between a limited
liability company and:
(1) one or more of the company's governing persons or
officers; or
(2) an entity or other organization in which one or
more of the company's governing persons or officers:
(A) is a managerial official; or
(B) has a financial interest.