Wealth Management Services Ltd.- Antigua & Barbuda Managment

LLC ACT VII

Part I

Part II

Part VII - Management

54. Member or manager as agent
55. Management of limited liability company
56. Voting
57. Emergency manager
58. Qualification of managers
59. Standard for managers
60. Appointment to succession committee
61. Succession committee rules
62. Authority and liability not affected

PART VII – MANAGEMENT

54. Member or manager as agent

(1) Unless the articles of organisation of a limited liability company provide that management is vested in one or more members,
- (a) each manager is an agent of the limited liability company for the purpose of carrying on the ordinary course of company business; and
- (b) a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member except to the extent that authority has been delegated to the member by the manager or by the operating agreement.
(2) If the articles of organisation of a limited liability company provide that management is vested in one or more designated members,
- (a) each designated member is an agent of the limited liability company for the purpose of carrying on the ordinary course of company business; and
- (b) the act of each designated member, including the execution in the name of the limited liability company of any instrument, in the ordinary course of business of the limited liability company, binds the limited liability company, unless
  - (i) the acting member has in fact no authority to act for the limited liability company in the particular matter; and
  - (ii) the person with whom he or she is dealing has actual or constructive knowledge of the fact that the member has no such authority.
- (3) An act of a member or manager that is not apparently in the ordinary course of business practices or operations of the limited liability company does not bind the limited liability company unless authorised in fact by the limited liability company.
- (4) An act of any member, manager, employee, officer or other agent of a limited liability company in violation of a restriction on authority does not bind the limited liability company to persons who knew or should have known of the restriction.
- (5) Each member, whether acting as a member or as a manager,
  - (a) shall maintain the confidentiality of confidential information;
  - (b) except as required in conducting the business and internal affairs of a limited liability company, shall not disclose confidential information to a third party without the authorisation of the manager;
  - (c) shall make copies of documents containing confidential information only for the benefit of the limited liability company;
  - (d) shall use confidential information only for the benefit of the limited liability company; and
  - (e) on ceasing to be a member or manager, shall return to the limited liability company all documents containing confidential information.
- (6) “Confidential information” of a limited liability company means
  - (a) the terms of an operating agreement of the limited liability company;
  - (b) information that the limited liability company maintains in confidence and that has actual or potential economic value to the limited liability company because it is not generally known to others and is not readily ascertainable by them, including
    - (i) financial information relating to the limited liability company;
    - (ii) information relating to the limited liability company’s marketing and business plans and strategies;
    - (iii) information concerning the design and manufacture of the products of the company and the method of providing company services;
    - (iv) information in limited liability company personnel files and similar files concerning limited liability company members;
    - (v) information entrusted to the limited liability company in confidence by third parties; and
    - (vi) information reasonably designated by the manager orally or in writing as confidential information.
- (7) Subsection (6) does not apply to information
  - (a) which enters the public domain through no fault of a member;
  - (b) whose disclosure is required by final order of a court of competent jurisdiction; and
  - (c) in the case of information referred to in paragraph (6)(a), which is disclosed by a member or manager on a confidential basis to his or her spouse or professional advisers.

55. Management of limited liability company

(1) Management of a limited liability company is vested in one or more managers except
- (a) the articles of organisation may provide that management is vested in one or more members; and
- (b) the operating agreement may restrict or enlarge the management rights or responsibilities of one or more managers.
(2) A manager need not be a member of the limited liability company unless otherwise required by an operating agreement.
(3) A manager shall be designated or elected and may be removed or replaced
- (a) in the manner provided in an operating agreement, or,
- (b) if the agreement does not contain such a provision, in accordance with this section.
(4) A manager holds the office and has the responsibilities that are accorded to the manager by the members in an operating agreement or management agreement
(5) If an operating agreement does not provide a manner for designating or electing additional or replacement managers, on the withdrawal or resignation of a manager, management of the limited liability company
- (a) continues to be vested in the remaining managers; or
- (b) if there are no remaining managers, is vested in one or more new managers appointed, designated or elected in accordance with section 57.

56. Voting

(1) Except as provided in an operating agreement, the affirmative vote, approval or consent of all members is required to
- (a) adopt, amend, restate or revoke an operating agreement;
- (b) authorise a transaction, agreement or action on behalf of the limited liability company that violates an operating agreement;
- (c) issue an interest in the limited liability company to any person;
- (d) approve a plan of merger or consolidation of the limited liability company with or into one or more entities;
- (e) authorise an amendment to the articles of organisation that changes the status of the limited liability company from one in which management is vested in a manager or managers to one in which management is reserved to the members or vice versa;
- (f) reorganise or reform the limited liability company into a different form of entity; or
- (g) change the tax status of the limited liability company in any jurisdiction.
(2) Except as provided in an operating agreement, the affirmative vote, approval or consent of a majority of the members, or if management of the limited liability company is vested in one or more managers, the affirmative vote, approval or consent of a majority of the managers, is required to
- (a) resolve any difference concerning matters connected with the business of the limited liability company;
- (b) authorise the distribution of company property to the members;
- (c) authorise the limited liability company to repurchase all or part of a member's interest; or
- (d) authorise an amendment to the articles of organisation.
(3) For purposes of this Act, a majority of managers consists of more than one-half of the managers voting of their own free will and without duress or compulsion.
(4) For the purposes of this Act, a majority of the members consists of more than fifty percent of the member interests voting their interests of their own free will and without duress or compulsion.
(5) The rights of the manager shall be specific to the persons named as managers and no right of any kind, including the right to act by or for the company, shall accrue to any voluntary or involuntary transferee.
(6) Unless an operating agreement provides otherwise, a manager shall serve as manager until his or her death, legal incapacity, dissolution, termination or liquidation.
(7) A manager may resign at any time upon giving ten days written notice to the members and to the registered agent.

57. Emergency manager

(1) On notice being given of an event of duress or any of the events listed below, the manager or managers who reside in or are domiciled in a jurisdiction shall be automatically and immediately removed from office with no powers held by them.
(2) The events are as follows:
- (a) the mandatory liquidation or dissolution of existing managers;
- (b) the mandatory replacement of existing managers or the placing of limitations on the powers of mangers other than in accordance with this Act or a management agreement or operating agreement;
- (c) the devaluation or inconvertibility of the currency in which company assets are held;
- (d) the threat of or the actual suspension or abrogation in whole or in part of the operating agreement of the limited liability company; and
- (e) the compulsory conversion of the company assets into the currency of the jurisdiction.
(3) If, just before a manager ceases to be a manager, there was more than one manager, the remaining manager or managers may carry on the business of the company without replacement or the remaining manager or managers may ask the members to elect a successor. If at any time there is no manager, the members shall promptly elect a successor.
(4) A successor manager shall be appointed by a vote of a majority of the members as soon as practicable. If all the members are unable or unwilling to vote or acting under an event of duress or not of their own free will, the registered agent shall become the manager.
any other provision of this Act or of an operating agreement or management agreement, no manager, member or other person having authority, dominion or control over the limited liability company property shall honour or carry out any instruction, order or request, including a revocation, termination, modification or amendment of the operating agreement or management agreement, if the instruction is made, or appears to be made, under pressure, force, duress or compulsion, including any instrument, order, injunction, decree, or request made by, or pursuant to, any judgment, order or instruction of a court, tribunal, government office or agency outside the jurisdiction of Antigua and Barbuda.
(6) A registered agent who becomes a manager by operation of this section may be paid a reasonable fee for services as manager.
(7) A registered agent who becomes a manager by operation of this section may appoint a successor or manager at the time and on the terms and conditions he or she chooses, after conferring with the members. If the company has a succession committee, the registered agent shall appoint as the successor manager or managers one or more of the members of succession committee unless to do so would expose the company to an event of duress.

58. Qualification of managers
Unless otherwise provided in an operating agreement, managers may be natural persons, corporations, limited liability companies, partnerships, trusts, foundations or other business entities of any nationality and need not be residents of Antigua and Barbuda or members of the limited liability company.

59. Standard of care for managers

(1) Managers shall discharge the duties of their positions in good faith and with the degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in similar positions.
(2) In discharging their duties, duly authorised members or managers, or officers, when acting in good faith, may rely upon financial statements of the limited liability company
- (a) represented to them to be correct by the manager of the limited liability company having charge of its books or accounts; or
- (b) stated in a written report by an independent public or certified public accountant or firm of accountants fairly to reflect the financial condition of the company.

60. Appointment to succession committee

(1) Subject an operating agreement, a manager may, in an exercise of exclusive discretion, appoint one or more members of the limited liability company to a succession committee for the purpose of preparing members who are not managers of the company to succeed the manager at some date in the future upon the occurrence of certain events.
(2) The rights of and obligations imposed upon a member of the succession committee are personal to that member. Unless otherwise provided in the operating agreement, the transferee or assignee of an interest held by a member acquires no rights in the member’s status as a member of the succession committee.
(3) Unless otherwise provided in the operating agreement or any rules promulgated by the committee, the obligation of a member to serve on the succession committee shall survive the voluntary or involuntary transfer of the member’s interest.
(4) A member shall decline or accept to serve on a succession committee in writing.
(5) Once a member accepts, in writing, the obligation to serve on a membership committee, the member may not withdraw from the succession committee except as provided in the operating agreement.

61. Succession committee rules
Subject to an operating agreement, prior to, or contemporaneously with the creation of the succession committee, the manager shall adopt written rules governing the business of the succession committee, which may include any matter necessary or incidental to the conduct of the business of the succession committee.

62. Authority and liability not affected
Neither the authority of a member to act by or on behalf of the company nor the liability of a member for the acts of the company shall be affected in any manner by acceptance of an appointment to the succession committee.

Phoenix Site Design by WebsiteAZ