SECTION 605.0107. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
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1(1) 2An operating agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or upon the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
49(2) 50The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:102(a) 103Is effective with regard to a debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and
139(b) 140Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
165(3) 166If a record delivered to the department for filing becomes effective under this chapter and contains a provision that would be ineffective under s. 190605.0105(3) 191or (4)(c) if contained in the operating agreement, the provision is ineffective in the record. 206(4) 207Subject to subsection (3), if a record delivered to the department for filing which has become effective under this chapter but conflicts with a provision of the operating agreement:236(a) 237The operating agreement prevails as to members, dissociated members, transferees, and managers; and
250(b) 251The record prevails as to other persons to the extent the other persons reasonably rely on the record.
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