Current through Pa Acts 2024-53, 2024-56 through 2024-92
Section 8813 - Knowledge and notice(a)Knowledge.--A person knows a fact if the person: (1) has actual knowledge of it; or(2) is deemed to know it under subsection (d) or law other than this chapter.(b) Notice.--A person has notice of a fact if the person has reason to know the fact from all the facts known to the person at the time in question.(c)Constructive notice.--A person not a member or manager is deemed to have notice of: (1) the dissolution of a limited liability company 90 days after a certificate of dissolution under section 8872(b) (2)(i) (relating to winding up and filing of certificates) is effective;(2) the termination of a company 90 days after a certificate of termination under section 8872(f) is effective; and(3) the participation of a company in a merger, interest exchange, conversion, division or domestication, 90 days after a statement of merger, interest exchange, conversion, division or domestication under Chapter 3 (relating to entity transactions) becomes effective.(d)Notification.--Except as provided under section 113(b) (relating to delivery of document), 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.(e)Transfer of real property.--A person not a member or manager is deemed to know of a limitation on authority to transfer real property as provided under section 8832(g) (relating to certificate of authority).(f) Effect of manager's knowledge or notice.--If the certificate of organization of a limited liability company provides that it is manager-managed, a manager's knowledge or notice of a fact relating to the company is effective immediately as knowledge of or notice to the company, except in the case of a fraud on the company committed by or with the consent of the manager.Added by P.L. TBD 2016 No. 170, § 29, eff. 2/19/2017.