1. 1. A person knows a fact if the person has or is any of the following:

   1. a. Has actual knowledge of it.
   2. b. Is deemed to know it under subsection 4, paragraph “a”, or law other than this chapter.

2. 2. A person has notice of a fact if the person has or is any of the following:

   1. a. Has reason to know the fact from all the facts known to the person at the time in question.
   2. b. Is deemed to have notice of the fact under subsection 4, paragraph “b”.
3. 3. Subject to section 489.210, subsection 6, 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.

4. 4. A person not a member is deemed all of the following:

   1. a. To know of a limitation on authority to transfer real property as provided in section 489.302, subsection 7.

   2. b. To have notice of all of the following:

      1. (1) The limited liability company’s dissolution, ninety days after a statement of dissolution under section 489.702, subsection 2, paragraph “b”, subparagraph (1), becomes effective.
      2. (2) The limited liability company’s termination, ninety days after a statement of termination under section 489.702, subsection 2, paragraph “b”, subparagraph (6), becomes effective.
      3. (3) The limited liability company’s participation in a merger, interest exchange, conversion, or domestication, ninety days after the statement of merger, interest exchange, conversion, or domestication under subchapter X becomes effective.

Subsection 4, paragraph b, subparagraph (3) amended

2008 Acts, ch 1162, §3, 155; 2023 Acts, ch 152, §3, 161; 2024 Acts, ch 1125, §2, 31; 2025 Acts, ch 30, §86

Referred to in §489.209, 489.302, 489.14502