For two 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 Article 9, is bound by an act of the dissociated member which would have bound the company under Section 33-44-301 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 deemed to have had notice under Section 33-44-704.

HISTORY: 1996 Act No. 343, Section 2.