For 2 years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under part 12 of this chapter, is bound by an act of the dissociated member that would have bound the company under 35-8-301 before dissociation only if at the time of entering into the transaction the other party:

1. (1) reasonably believed that the dissociated member was then a member;
2. (2) did not have notice of the member's dissociation; and
3. (3) is not considered to have had notice under 35-8-812.

History: En. Sec. 35, Ch. 302, L. 1999.