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Multiple Choice

In an LLC, power to bind the company to a transaction arises from manifest assent by whom?

In an LLC, the company can be bound to a transaction only through someone who has actual authority to act for it. When that authorized person expresses assent to a deal—by signing, approving, or otherwise agreeing—the LLC is bound by that transaction. How authority is assigned depends on the LLC’s structure: in a member-managed LLC, the members themselves typically have the power to bind in the ordinary course; in a manager-managed LLC, a designated manager has the binding authority. The essential point is that it’s the person authorized to act for the LLC who can bind it by manifesting assent. An employee without delegated authority can’t bind the LLC, and a board of directors isn’t the typical structure for LLCs, so those options don’t fit.

In an LLC, the company can be bound to a transaction only through someone who has actual authority to act for it. When that authorized person expresses assent to a deal—by signing, approving, or otherwise agreeing—the LLC is bound by that transaction. How authority is assigned depends on the LLC’s structure: in a member-managed LLC, the members themselves typically have the power to bind in the ordinary course; in a manager-managed LLC, a designated manager has the binding authority. The essential point is that it’s the person authorized to act for the LLC who can bind it by manifesting assent. An employee without delegated authority can’t bind the LLC, and a board of directors isn’t the typical structure for LLCs, so those options don’t fit.