LLC Statement-of-Authority and Third-Party Reliance Requirements by State
May an ordinary domestic limited liability company publicly file or record a statement granting or limiting a person’s authority to bind the company, what contents, signing, filing, amendment, denial, cancellation, expiration, and real-property recording rules apply, and when may a nonmember third party conclusively rely on or be charged with notice of the statement?
Jurisdictions
50 of 51 verified, 1 with no public source
Statutes checked
Every entry, oldest check August 30, 2026
Columns
9 per state
Access
Free, no account needed
What this survey covers
This survey compares the statutory public record through which an ordinary domestic LLC may identify a person or position that can—or cannot—bind the company. It separates filing-office effect from certified-copy land recording, and it separates a statutory reliance rule from actual or apparent authority. Where a state has no comparable public device, the table says so and identifies the ordinary agency and private-record boundary without pretending a resolution creates public notice.
Why the dimensions must remain separate
Florida permits an LLC to file a statement naming a person, status, or position and granting or limiting real-property or other transaction authority. A non-realty grant can be conclusive for a value-giving relying outsider, while a limitation alone ordinarily is not notice. Realty effects require a certified copy in the land records; a recorded limitation can charge everyone with knowledge. The statement cancels after five years unless ended earlier. Fla. Stat. § 605.0302.
The District of Columbia uses the same overall architecture but delivery is to the Mayor, its amendment or cancellation must identify the affected statement's caption and effective date, and a named person may file a separate denial. D.C. Code §§ 29-803.02 to -803.03.
Wyoming also distinguishes ordinary filed grants from certified-copy realty recording and provides automatic cancellation after five years. Its complete rule makes a statement of dissolution or termination cancel prior authority for the realty provisions while allowing a labeled post-dissolution statement. W.S. § 17-29-302.
California supplies the no-device contrast. The current official Article 3 table contains only §§ 17703.01 and 17703.04: it uses management-form agency, actual knowledge, and a separate written-instrument rule rather than a general public statement of authority with certified-copy recording and automatic expiration. Official current Corporations Code publication.
These differences require separate columns for availability, filer and office, person or position, statutory contents, signing and filing, non-realty reliance, recorded-realty effects, later lifecycle events, and the no-device alternative. Combining them would falsely imply that filing always creates notice, a Secretary of State record alone controls realty, or a private resolution has the same effect as a statutory public statement.
Scope boundaries
The table reports only the statute's public-record mechanics and stated effects. It does not determine whether a person actually or apparently has authority, whether an outsider gave value or lacked knowledge, whether reliance was in good faith, whether a deed or lien is valid, what a title search must include, where a record should be filed, or which competing record prevails. Those questions require the complete company, transaction, filing, and land-record facts.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
Scroll sideways in the table to see all columns →
| State | Governing law, public authority device, and scope | Eligible filer, public filing office, and form | Person or position, grant or limit, and transaction scope | Company identity, addresses, caption, and required contents | Signer, delivery, effective time, fee, and acceptance | Non-realty reliance, knowledge, and outsider effect | Realty certified copy, recording, and constructive notice | Amendment, denial, cancellation, expiration, and dissolution | No-device states, agency alternatives, and title boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-30 | Alabama LLC Law, Ala. Code tit. 10A, ch. 5A; ordinary domestic LLC. No general statement-of-authority device: current Article 3 contains third-party liability § 10A-5A-3.01 and power-to-bind § 10A-5A-3.02, with no statement or denial section |
N/A—no authority-statement filer, Secretary of State authority record, land-record certified-copy route, or statutory form. Organizers deliver ordinary certificate of formation to Secretary of State, but it is not an authority statement (§ 10A-5A-2.01) |
N/A—no public person/position grant or limitation filing. A person binds only to extent authorized under LLC agreement, §§ 10A-5A-4.07, -7.03, or other law; the agreement may choose members, managers, or another governance structure (§§ 10A-5A-3.02, -4.07) |
N/A—no statement identity, address, caption, authority language, duration, or property-description contract. Certificate instead states LLC name, Alabama registered-office street/county, agent, member existence, any series statement, and optional member-selected matters (§ 10A-5A-2.01(a)) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary certificate filing mechanics do not create missing authority-statement effects |
No filed-grant conclusiveness or limitation-notice rule. Power to bind must arise from LLC-agreement agency, specified statutory authority, or other law. Filing certificate gives notice only of required formation facts, not optional authority matter (§§ 10A-5A-2.01(c), -3.02) |
No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule in Chapter 5A. Section 10A-5A-3.02 preserves authority supplied by other law, so deed execution, land recording, title, and notice remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Agreement, governance, winding-up authority, certificate, and other-law changes operate under their own provisions |
Use current LLC agreement and governance records, § 10A-5A-3.02's three authority sources, and § 10A-5A-4.07's direction/consent rules. Public certificate supplies notice only of required formation facts. None alone certifies actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or reliance |
| Alaska verified 2026-08-30 | Alaska Revised LLC Act, AS ch. 10.50; ordinary domestic LLC. No general public statement-of-authority device; articles/operating agreement management, § 10.50.250 agency, and §§ 10.50.350-.360 property-transfer rules govern instead |
No authority-statement filer, Department filing, named-grantee denial, statutory authority-statement form, or certified-copy land-record route. LLC separately files articles/amendments and biennial manager/member changes |
N/A—no public person/position grant/limit statement. Articles elect manager management; operating agreement supplies manager power and may adjust member management rights; agency follows member/manager status and transaction scope (§§ 10.50.075, .110, .250) |
N/A—no authority-statement company identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC name/purpose/registered office/agent, manager-management election, and optional internal-affairs provisions (§ 10.50.075) |
N/A—no statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments and other authorized records use separate document, signer, filing, and regulatory-fee rules (§§ 10.50.810-.850) |
No filed-grant conclusiveness or value-reliance rule. Usual/customary member or manager act binds unless actor lacked authority and counterparty knew; nonusual act needs operating-agreement authorization; restriction binds only persons who know (§ 10.50.250) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Member-managed member or manager-managed manager signs LLC property transfer; company may recover unauthorized transfer unless property reached a later value-giving transferee without notice (§§ 10.50.355-.360) |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Articles, operating agreement, manager/member reports, dissolution, and winding-up authority use their own provisions |
Use current articles for manager-management election; operating agreement for internal allocation; § 10.50.250 for agency/knowledge; and §§ 10.50.350-.360 for property signer/recovery. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Arizona verified 2026-08-30 | Arizona LLC Act, A.R.S. tit. 29, ch. 7; ordinary domestic LLC. No general statement-of-authority device. Official Article 3 contains agency § 29-3301, reserved §§ 29-3302 to -3303, and liability § 29-3304; public management/person disclosure is in articles (§ 29-3201) |
N/A—no authority-statement filer, Arizona Corporation Commission record, or form. Organizers deliver ordinary articles to Commission; those publicly state management structure and relevant members/managers, but are not a named authority grant/limit statement (§ 29-3201) |
N/A—no public specific-person or position grant/limit. Statutory agency follows status: each member in member-managed LLC; each manager in manager-managed LLC. A manager-managed member may receive private delegated/agreement authority (§ 29-3301) |
N/A—no statement company identity, address, caption, authority language, affected-record, duration, or property-description contract. Articles instead state LLC name, principal address, statutory agent and Arizona addresses, management mode, and required member/manager identity and addresses (§ 29-3201(B)-(C)) |
N/A—no authority-statement signer, delivery, effective-time, acceptance, declaration, or fee rule. Ordinary articles delivery, effectiveness, publication/database posting, and Commission filing rules do not acquire missing authority-statement effects (§ 29-3201; art. 2 of ch. 7) |
No filed-statement conclusiveness or limitation-notice rule. Ordinary-course member/manager act binds unless actor in fact lacks authority and counterparty knows that fact. Member status alone creates no agency in manager-managed LLC except delegated/agreement authority (§ 29-3301) |
No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule in Article 3. Status-based ordinary-course agency may matter to a transaction, but deed execution, acknowledgment, delivery, county recording, title, notice, value, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Later articles, manager/member, agreement, agency, and winding-up changes must be reviewed under their own provisions |
Use current Commission articles for management mode and disclosed actors, operating agreement/delegations for internal authority, and § 29-3301 for ordinary-course agency and counterparty knowledge. None certifies actual/apparent authority, deed validity, title, priority, value, good faith, fraud, or protected reliance in a particular transaction |
| Arkansas verified 2026-08-30 | Arkansas Uniform LLC Act, Ark. Code tit. 4, ch. 38; ordinary domestic LLC. General Secretary-of-State statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 4-38-301-.303) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to Secretary of State; named individual grantee may deliver denial. Certified copies go to real-property recording office for stated realty effects (§§ 4-38-302-.303) |
May grant or limit all persons holding a company-related position or one specific person, separately for signing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 4-38-302(a)) |
Original: LLC name, registered-agent name and street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement effective date, and change/cancellation. Denial: LLC name, affected statement caption, and denial (§§ 4-38-302(a)-(b), -303) |
Company-authorized person signs company statement; named person signs denial; agent may sign. SOS filing defaults to filing time or may delay up to 90 days; no seal, attestation, acknowledgment, or verification required. Current paper fee $25; online listed unavailable (§§ 4-38-203, -206 to -207; SOS fee page) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 4-38-302(c)-(e)) |
Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know it (§ 4-38-302(f)-(g)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Statement cancels 5 years after original/latest amendment unless earlier canceled, without land-record action (§§ 4-38-302(b), (h)-(k), -303) |
Device exists; certificate-of-organization statement is not effective as authority statement and member status alone creates no agency (§§ 4-38-201(c), -301). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| California verified 2026-08-30 | California Revised Uniform LLC Act, Corp. Code tit. 2.6; ordinary domestic LLC. No general public statement-of-authority device: current Article 3 is §§ 17703.01-.04 and uses agency/knowledge plus liability rules, not a filed grant/limit statement |
No such LLC statement filer, Secretary of State filing, or statutory form. Articles of organization are filed and state manager management/sole-manager status, but are not a statement of authority (§§ 17702.01(b)(5)-(6), 17703.01) |
N/A—no public statement naming a person/position or filing a grant/limit. Statutory agency attaches by member-managed or manager-managed status; agreement, delegation, or private authorization remains fact-specific (§ 17703.01(a)-(c)) |
N/A—no original statement, affected-statement caption, company-address, named-person/position, transaction-scope, or real-property content contract. Do not substitute articles or a Statement of Information (§§ 17702.01, 17703.01) |
N/A—no statement signer, delivery, acknowledgment, effective-time, filing-acceptance, or statement-specific fee rule. Ordinary articles filing mechanics do not create public authority-statement effects (§§ 17702.01(d), 17703.01) |
No filed-statement conclusiveness. Usual-business act by member in member-managed LLC or manager in manager-managed LLC binds unless actor lacked actual authority and counterparty actually knew; restrictions bind persons with actual knowledge. Qualifying written instrument signed by two managers or the articles-stated sole manager is not invalidated for lack of authority absent outsider actual knowledge (§ 17703.01(a)-(d)) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Section 17703.01(d) includes mortgages and conveyances in its qualifying manager-signed written-instrument rule, but deed execution, acknowledgment, county recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement route. Later agency, agreement, management, dissolution, and public-record changes must be analyzed under their own provisions |
Use current articles for management form; § 17703.01 for statutory member/manager agency, actual knowledge, restrictions, and qualifying written instruments; and current private authority records for internal authorization. None certifies authority, title, value, good faith, priority, or protected reliance in a particular transaction |
| Colorado verified 2026-08-30 | Colorado LLC Act, C.R.S. tit. 7, art. 80, plus § 38-30-172; ordinary domestic LLC. No general Secretary-of-State authority statement, but a narrower county-recorded statement supplies prima facie real-property authority evidence |
Any nonindividual 'person' capable of holding title is an eligible entity, and 'person' expressly includes an LLC. Statement is executed on the entity's behalf and recorded with county clerk and recorder where the realty lies—not Secretary of State (§§ 2-4-401(8), 38-30-172(2)) |
May name a person or describe a position authorized to execute instruments conveying, encumbering, or otherwise affecting LLC realty; may state authority limitations and other matters about how entity deals with a real-property interest. No non-realty transaction grant (§ 38-30-172(2), (5)) |
Must state entity name; entity type and formation jurisdiction; mailing address; and authorized person's name or position. Limitations are optional. Section 38-30-172 does not require a parcel description, affected-record caption, duration, or registered-office/agent data |
Instrument is executed on behalf of entity and recorded in property's county; recording supplies statutory effect and prima facie evidence of executor's authority to execute/record. Section 38-30-172 names no particular signer, delayed-effective mechanism, or statement-specific fee; local recording requirements remain separate |
No filed-grant conclusiveness or limitation-notice rule for non-realty transactions. Member/manager agency follows management form, and ordinary-course act binds unless actor lacked authority and counterparty had notice; LLC may separately appoint officers/agents (§§ 7-80-403, -405) |
No certified-copy prerequisite: the statement itself is recorded in property's county. It is prima facie evidence of recited title-affecting facts and executor's authority; a recorded instrument affecting title is notice to persons claiming a property interest. Not a conclusive reliance rule (§§ 38-30-172(5), 38-35-106(1)) |
A later recorded authority-evidence instrument may amend or supersede the statement; omission of a limitation is prima facie evidence none exists. Section 38-30-172 states no denial, fixed expiration, renewal, separate cancellation, or dissolution-cancellation route (§ 38-30-172(6)) |
No general device. Articles state member or manager management; §§ 7-80-403 and -405 govern officers/agents and status-based agency outside the narrow realty statement. No record alone decides actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or protected reliance |
| Connecticut verified 2026-08-30 | Connecticut Uniform LLC Act, Conn. Gen. Stat. ch. 613a; ordinary domestic LLC. No dedicated statement-of-authority device, but optional certificate statements and the effective-filed-record/operating-agreement conflict rule can protect outsider reasonable reliance (§§ 34-243f(d), 34-247(c)) |
Organizer delivers initial certificate to Secretary of the State; LLC delivers amendment/restatement, signed by company-authorized person or agent. No named grantee denial or separate authority form (§§ 34-247, -247a, -247b) |
No statutory authority-record content contract for naming a person/position, granting/limiting authority, or separating realty/other transactions. Certificate may contain other lawful statements, but member status alone creates no agency (§§ 34-247(c), 34-251(a)) |
Certificate requires LLC name; principal street/mailing addresses; agent and Connecticut addresses; at least one manager/member with business/residence addresses subject to good cause; company e-mail; and NAICS code. Other statements optional; no authority caption, duration, or parcel fields (§ 34-247(b)-(c)) |
Organizer signs initial certificate; company-authorized person signs later company record; agent may sign. Initial certificate effective when filed; amendment may delay up to 90 days. Certificate or amendment fee $120. SOS acceptance does not verify signer authority (§§ 34-243u, 34-247b, -247f) |
If effective filed record conflicts with operating agreement, record prevails for persons other than members, dissociated members, transferees, or managers only to extent they reasonably rely. No conclusive value-giving reliance or filed-limitation knowledge rule (§ 34-243f(c)-(d)) |
No LLC-record certified-copy land recording, conclusive realty grant, or deemed-knowledge limitation rule in Chapter 613a. Optional filed-record reliance does not decide deed execution, recording, title, notice, value, or priority |
Certificate may be amended/restated anytime; inaccurate certificate must be promptly amended or otherwise corrected. Generic pre-effective withdrawal/correction exists. No authority denial, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route (§§ 34-247a, -247g, -247h) |
No general device; use current certificate/other filed records, operating agreement, management structure, private authority evidence, § 34-243f's conflict rule, and law outside the Act. No record alone certifies actual/apparent authority, signer authority, deed validity, title, priority, good faith, value, knowledge, or reliance |
| Delaware verified 2026-08-30 | Delaware LLC Act, 6 Del. C. ch. 18; ordinary domestic LLC. No general public statement-of-authority device; minimal certificate, LLC agreement, § 18-402 member/manager binding authority, and § 18-407 delegation govern instead |
No authority-statement filer, Secretary-of-State filing, named-grantee denial, statutory form, or certified-copy land-record route. LLC separately files certificate of formation/amendments under Subchapter II |
N/A—no public person/position grant/limit statement. LLC agreement may install manager management and allocate power; each member and manager otherwise has default binding authority, and either may delegate management/control powers to persons or committees (§§ 18-402, -407) |
N/A—no authority-statement company identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Certificate separately requires LLC name, registered-office address, registered-agent name/address, and any optional member-chosen matters (§ 18-201(a)) |
N/A—no statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Ordinary certificate filings use authorized-person/agent execution, perjury affirmation, filing, delay, and fee rules (§§ 18-201 to -206, -1105) |
No filed-grant conclusiveness, value-reliance, or filed-limitation notice rule. Unless LLC agreement provides otherwise, each member and manager has authority to bind; agreement and delegated authority control the actual scope (§§ 18-402, -407) |
No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Chapter 18’s general agreement, member/manager authority, and delegation provisions do not decide deed execution, acknowledgment, land recording, title, notice, or priority |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Certificate, agreement, appointment, delegation, dissolution, and public-record changes use their own provisions |
Use current certificate for entity/agent identity; LLC agreement for management and authority allocation; § 18-402 for default member/manager binding power; and § 18-407 for delegation. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| District of Columbia verified 2026-08-30 | D.C. Uniform LLC Act, D.C. Code tit. 29 ch. 8; ordinary domestic LLC. General Mayor-filed statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 29-803.01 to -803.03) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to Mayor; named individual grantee may deliver denial. Certified copies go to office recording transfers of affected realty (§§ 29-803.02 to -803.03) |
May grant or limit all persons holding an LLC-related position or one specific person, separately for executing instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 29-803.02(a)) |
Original: LLC name, principal-office street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement caption/effective date, and change/cancellation. Denial: LLC name, affected caption, and denial (§§ 29-803.02(a)-(b), 29-803.03) |
Company-authorized person signs company record; named person signs denial; agent/legal representative affirms authority; individual filer affirms accuracy under false-statement penalty. Filing time or delayed date/time ≤90 days. Current fee page lists $220 original and $220 denial; amendment/cancellation amount is not separately identified there (§§ 29-802.03, -802.05(c), 29-102.03; DLCP fees) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 29-803.02(c)-(e)) |
Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know (§ 29-803.02(f)-(g)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Statement cancels 5 years after original/latest amendment unless earlier canceled, without land-record action (§§ 29-803.02(b), (h)-(k), 29-803.03) |
Device exists; certificate statement is not effective as authority statement and membership alone creates no agency (§§ 29-802.01(c), 29-803.01). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| Florida verified 2026-08-30 | Florida Revised LLC Act, Fla. Stat. ch. 605; ordinary domestic non-series LLC. General Department of State statement of authority covers status/position or named-person grants/limits for realty instruments and other transactions; affects only power to bind LLC to nonmembers (§ 605.0302(1), (3)) |
LLC files with Department of State through company-authorized signer/authorized representative; agent/legal representative/attorney-in-fact may sign if duly appointed and record states authority. Named grantee alone may file signed denial. Department-prescribed mandatory medium/form controls if issued (§§ 605.0102(8), (16), .0203, .0206, .0303) |
May cover all persons with specified status/position—including member, transferee, manager, officer, or otherwise—or a specific person; may grant or limit authority to execute LLC real-property transfer instrument or enter other transactions/act for/bind LLC (§ 605.0302(1)(b)-(c)) |
Original: LLC name exactly as Department records plus principal-office street/mailing addresses and authority/limit. Amendment/cancellation repeats name/addresses, affected statement effective date, and amendment contents or cancellation declaration. Denial gives LLC name, affected statement caption, and denial (§§ 605.0302(1)-(2), .0303) |
Company-authorized person signs; denial signer is named grantee. Caption must describe purpose; Department medium/form and $25 other-LLC-document fee apply. Default effective on acceptance date/time; record may specify time or delayed date/time capped at 90th day (§§ 605.0203(1)(a), (d), .0206(1), (3), .0207(1)-(4), .0213(11)) |
Filed statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for person giving value in reliance unless person knows contrary, statement was canceled/restrictively amended, or later-effective limitation exists. Limitation alone is not evidence of knowledge/notice (§ 605.0302(3)-(5)) |
Recorded certified copy of effective realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or recorded later limitation. Recorded certified copy of effective realty limitation makes all persons deemed to know it; denial may be recorded as restrictive amendment (§ 605.0302(6)-(7), (10)) |
LLC files amendment/cancellation; named grantee may file denial, which acts as restrictive amendment. Statement auto-cancels 5 years after statement/most recent amendment. Effective dissolution/termination articles cancel for realty provisions and limit authority; labeled postdissolution statement remains possible. Dissociation/resignation statement ends filer's authority (§§ 605.0302(2), (8)-(11), .0303) |
Device exists, but only affects power to bind outsiders and does not decide internal authorization, actual/apparent authority beyond stated effect, value, knowledge, good faith, deed validity, acknowledgment, recording office, title, or priority. Check original/later Department filings and any certified land-record copies (§ 605.0302(3)-(10)) |
| Georgia verified 2026-08-30 | Georgia LLC Act, O.C.G.A. ch. 14-11; ordinary domestic LLC. No general statement-of-authority device. Narrower articles-based mechanism conclusively establishes member/manager realty authority limits against a grantee and successors when the certified articles are recorded in the property's county (§§ 14-11-301–302) |
Organizer delivers original articles to Secretary of State; LLC delivers articles of amendment. LLC Act does not identify who submits the certified copy to the superior-court clerk. Record is certified articles, not a standalone authority statement (§§ 14-11-203–206, 14-11-210, 14-11-302) |
Limitation only—may restrict any or all members or managers. No statutory public grant, named nonmember-agent route, general position filing, or non-realty transaction statement. Recorded effect covers conveyance authority for LLC real property in that county (§§ 14-11-204(b), 14-11-302) |
Articles must state LLC name and may include any lawful provision, including authority limitation. Formation submission separately supplies organizer, registered-office/agent, and principal-business-address information. Amendment states LLC name, original filing date, change, and any later effective date/time; no parcel description is required by § 14-11-302 (§§ 14-11-203–204, 14-11-210) |
Member, manager, organizer of memberless/managerless LLC, or court fiduciary signs; signer states name/capacity and attorney-in-fact may sign. Deliver to Secretary of State; electronic name may replace signature. Filing/default or delayed effectiveness up to 90 days; statutory articles-amendment fee $20 (§§ 14-11-205–206, 14-11-1101) |
No filed-statement conclusiveness or constructive-notice rule outside realty. Usual-business member/manager act binds unless actor lacked authority and counterparty knew; nonusual act needs written-operating-agreement authorization; a restriction defeats binding only as to persons with knowledge (§ 14-11-301) |
Secretary-of-State-certified articles copy must be filed with superior-court clerk where Georgia LLC realty lies and recorded in book for partnership statements. Articles authority limitations are then conclusively presumed for LLC and against grantee or person claiming through grantee; no grant effect or all-person deemed-knowledge rule (§ 14-11-302) |
LLC may amend/restated articles; correction relates back except for adversely affected reliance. No authority denial, separate cancellation, renewal, or fixed expiration. Statute does not state how an articles amendment affects an older county copy. Dissolution generally ends authority except winding up/unfinished transactions and a pre-winding-statement lack-of-knowledge rule; posttermination deeds remain possible (§§ 14-11-210–211, 14-11-604, 14-11-611) |
No general device. Use current articles, any certified county record, management form, written operating agreement, and § 14-11-301's agency/knowledge rules. None alone decides actual/apparent authority, deed validity, acknowledgment, filing priority, title, good faith, value, knowledge, or protected reliance in a particular transaction |
| Hawaii verified 2026-08-30 | Hawaii Uniform LLC Act, HRS ch. 428; ordinary domestic LLC. No separate general statement-of-authority device; public articles identify management form/initial members or managers, § 428-301 supplies agency and realty-instrument rules, and § 428-704 provides only a narrow dissociation notice |
No general authority-statement filer or named-grantee denial. Dissociated member or LLC may file a narrow statement of dissociation in director’s office; articles/amendments use their separate Part II filing routes (§§ 428-203 to -206, -704) |
No stand-alone person/position grant/limit statement. Articles list every initial member for member management or every initial manager plus initial member count for manager management; statutory agency follows that management form and transaction scope (§§ 428-203, -301) |
N/A—no authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC identity/office/agent, organizers, term, management form and initial names, and liability election; dissociation statement states LLC name and dissociation (§§ 428-203, -704) |
N/A—no authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments and the narrow dissociation statement use their own chapter filing mechanics (§§ 428-205 to -206, -704) |
No filed-grant conclusiveness. Articles prevail over conflicting operating agreement for nonmembers/transferees who rely to detriment. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew/had notice; outside-course act needs authorization (§§ 428-203(c), -301(a)-(b)) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member of member-managed or manager of manager-managed LLC may sign/deliver realty instrument; instrument is conclusive for value-giving person without knowledge of signer’s lack of authority (§ 428-301(c)) |
N/A—no general statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Separate dissociation statement charges outsiders with notice after 90 days; postdissolution acts bind under winding-up/no-notice rules (§§ 428-704, -804) |
Use current articles for management form/initial names and outsider reliance, operating agreement for internal allocation, § 428-301 for member/manager agency and realty instruments, and § 428-704 for dissociation notice. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Idaho verified 2026-08-30 | Idaho Uniform LLC Act, Idaho Code tit. 30 ch. 25; ordinary domestic LLC. General SOS statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and realty effects but no certified-copy land-record condition (§§ 30-25-301 to -303) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to Secretary of State; named individual grantee may deliver denial. Section 30-25-302 states no separate county-recording step (§§ 30-25-203, -302 to -303) |
May grant or limit all persons holding a company-related position or one specific person, separately for executing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 30-25-302(a)) |
Original: LLC name, plus commercial agent name or noncommercial agent/internal office-or-position name/title and address, and chosen grant/limit. Amendment/cancellation: same data, affected statement effective date, and change/cancellation. Denial: LLC name, affected caption, and denial (§§ 30-21-404(a), 30-25-302(a)-(b), -303) |
Company-authorized person signs company statement; named person signs denial; agent/legal representative may sign; signature affirms material truth under perjury penalties. Filing time or delayed date/time up to 90 days. $30 base fee; qualifying manually entered form adds $20; certified copy is 25¢/page + $10 (§§ 30-25-203; 30-21-203, -209, -214) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 30-25-302(c)-(e)) |
No certified-copy or land-record filing condition. Effective realty grant itself is conclusive for value-giving reliance without contrary knowledge, subject to cancellation/restrictive amendment or later limitation; effective realty limitation makes all persons deemed to know (§ 30-25-302(f)-(g)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Statement cancels 5 years after original/latest amendment unless earlier canceled (§§ 30-25-302(b), (h)-(k), -303) |
Device exists; certificate-of-organization statement is not effective as authority statement and member status alone creates no agency (§§ 30-25-201(c), -301). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| Illinois verified 2026-08-30 | Illinois LLC Act, 805 ILCS 180; ordinary domestic LLC. Secretary of State statement of authority covers named member, manager, or other-person grants/limits for realty and other transactions; filed statement prevails over conflicting articles for nonmember/manager reliance (§ 13-15(a), (h)) |
LLC delivers authority statement to Secretary of State and executes under § 5-45 through company-authorized signer. Person named in filed grant may file denial. SOS forms are available on request but not mandatory unless Act specifically says so (§§ 5-45(a)-(d), 13-15(a)-(b), 13-20) |
May grant or limit authority of any member, manager, or other person—not a general position/office category in current text—to execute LLC real-property transfer instrument or enter other transactions/act for/bind LLC (§ 13-15(a)(2)) |
Original: LLC name, principal-place-of-business address, and authority/limit. Amendment/cancellation repeats name/address, affected statement effective date, and amendment contents or cancellation. Denial gives LLC name, affected authority-statement caption, and denial (§§ 13-15(a)-(b), 13-20) |
Company-authorized person signs authority/amendment/cancellation, states name/capacity, and affirms truth/authority under perjury penalties; filed signing authorization must be written and sworn/verified/acknowledged. SOS fees: $50 to file/amend/cancel authority statement; $10 to file/amend/cancel denial; certified copy $25 (§§ 5-45, 50-10(b)(19)-(20), (22)) |
Non-realty grant is conclusive for person who is not a member and gives value in reliance, except to extent person has contrary knowledge. Limitation on member/manager authority alone is not evidence of knowledge/notice. No later-statement exception appears in subsection (d) (§ 13-15(c)-(d)) |
Certified recorded copy of realty authority grant is conclusive for nonmember giving value in reliance without contrary knowledge. Certified recorded limitation makes all nonmembers deemed to know it. Denial becomes recorded limitation only where prior authority statement was recorded (§§ 13-15(e)-(f), 13-20) |
LLC files amendment/cancellation; named grantee may file denial, which restrictively amends and can be recorded against prior recorded statement. Unless canceled, statement expires on date, if any, it specifies—no default term. Section 13-15 states no automatic dissolution/termination cancellation or postdissolution route (§§ 13-15(b), (g), 13-20) |
Device exists. Articles authority/limit does not bind outsider until actual notice in a record; conflicting filed authority statement controls and nonmember/manager may rely on it. Statement does not decide internal authorization, actual/apparent authority beyond stated effect, value, knowledge, deed validity, title, or priority (§ 13-15(h)) |
| Indiana verified 2026-08-30 | Indiana Business Flexibility Act, IC 23-18; ordinary domestic LLC. No general authority-statement device. Articles manager election plus agency: § 23-18-3-1 for LLC existing by June 30, 1999 unless written agreement says otherwise; § 23-18-3-1.1 for later LLCs (§§ 23-18-2-4, -2-7) |
N/A—no authority-statement filer, Secretary of State record, or form. Organizer files ordinary articles; those state whether managers are provided but need not name them. Other authority remains in articles/operating agreement and company records (§§ 23-18-2-4 to -7; 23-18-4-1, -5) |
N/A—no public specific-person/position grant or limit. Statutory agency attaches to members unless articles provide managers, then to managers; written agreement may establish officers/delegation. Post-1999 articles may restrict/enlarge member agency, but no statement reliance formula applies (§§ 23-18-3-1 to -2.5) |
N/A—no statement identity, address, caption, named-person, authority-language, affected-record, duration, or realty description fields. Articles require LLC name, Indiana registered office/agent, duration, and manager-management statement if used; may add lawful agreement matters (§ 23-18-2-4) |
N/A—no authority-statement signer, delivery, effective-time, acceptance, declaration, or fee rule. Ordinary articles/amendments follow Secretary of State and IC 23-0.5 mechanics; those filings do not acquire missing authority-statement effects |
No filed-grant conclusiveness or limitation-notice rule. Usual-business member or manager act/instrument binds unless actor lacks authority and counterparty knows. Nonusual act needs written-agreement authorization or unanimous members. Written-agreement officers have manager-equivalent usual-business binding scope (§§ 23-18-3-1 to -2.5) |
No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. General agency sections include execution of any instrument in LLC name; realty deed form, acknowledgment, delivery, county recording, title, notice, value, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Articles may be amended under ordinary rules; later management, agreement, officer, agency, and dissolution changes require their own records (§ 23-18-2-5) |
Use current articles for manager election/required-fact notice, written operating agreement for private authority and officers, and applicable formation-date agency section. None certifies actual/apparent authority, deed validity, title, priority, value, good faith, fraud, knowledge, or protected reliance in a particular transaction |
| Iowa verified 2026-08-30 | Iowa Uniform LLC Act, Iowa Code ch. 489; ordinary domestic LLC. General secretary-of-state statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 489.301-.303) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to secretary of state; named individual grantee may deliver denial and certify LLC-copy delivery. Certified copies go to real-property recording office for stated realty effects (§§ 489.302-.303) |
May grant or limit all persons holding a company-related position or one specific person, separately for signing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 489.302(1)) |
Original: LLC name, registered-agent name and street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement effective date, and change/cancellation. Denial: LLC name, affected caption, denial, and certification/date LLC copy was sent (§§ 489.302(1)-(2), .303) |
Company-authorized person signs company statement; named person signs denial; agent may sign. SOS filing defaults to filing time or may delay up to 90 days. Statement and denial fall under $5 other-document fee because neither is separately listed (§§ 489.122(1)(y), .203, .205, .207) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 489.302(3)-(5)) |
Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know it (§ 489.302(6)-(7)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment after certifying LLC-copy delivery. Dissolution/termination changes realty effects; postdissolution statement allowed. No default fixed term: effective until amended/canceled unless statement states earlier cancellation (§§ 489.302(2), (8)-(11), .303) |
Device exists; certificate-of-organization statement is not effective as authority statement and member status alone creates no agency (§§ 489.201(3), .301). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| Kansas verified 2026-08-30 | Kansas Revised LLC Act, K.S.A. 17-7662 through 17-76,155 plus listed supplements; ordinary domestic LLC. No general public statement-of-authority device: articles, broad company powers, operating-agreement freedom, and internal management rules govern (§§ 17-7668, -7673, -7693, 17-76,134) |
N/A—no authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Authorized persons file ordinary articles, but articles are not a standalone authority statement (§ 17-7673) |
N/A—no statutory public person/position grant or limitation format. Operating agreement may vest management in manager and define responsibilities; otherwise profit-interest members control. Agency or delegated authority remains agreement- and fact-specific (§§ 17-7693, 17-76,134) |
N/A—no statement identity, address, caption, named-person/position, authority language, affected record, duration, or property-description contract. Articles require LLC name and registered-office/agent data and may add member-selected matters (§ 17-7673(a)) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Articles filing and private agreement/delegation do not create missing authority-statement effects |
No filed-grant conclusiveness or public limitation-notice rule in the LLC Act. Company has Act-, other-law-, and operating-agreement powers; management follows agreement or default profit-interest control. Actual/apparent authority and outsider knowledge remain under supplemental law (§§ 17-7668(b), -7693) |
No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. LLC's broad powers include agreement-defined contracting and powers incidental to its business, but deed, signer authority, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Changes to articles, operating agreement, management, and private authority operate under their own provisions |
Use current articles, operating agreement, management records, private delegations, § 17-7693's management allocation, and supplemental agency law. None certifies actual/apparent authority, deed validity, title, recording, priority, good faith, value, knowledge, or protected reliance in a particular deal |
| Kentucky verified 2026-08-30 | Kentucky LLC Act, KRS ch. 275; ordinary domestic LLC. No general public statement-of-authority device: current chapter index uses articles, member/manager agency, evidentiary statements, imputed notice, and postdissolution acts instead (§§ 275.025, .135-.145, .305) |
N/A—no authority-statement filer, Secretary of State authority record, land-record certified-copy route, or statutory form. Organizers file ordinary articles, but articles are not a standalone statement of authority (§ 275.025) |
N/A—no public person/position grant or limitation filing. Statutory agency follows member-managed member or manager-managed manager status; nonusual acts require operating-agreement authorization and restrictions affect persons with knowledge (§ 275.135) |
N/A—no statement identity, address, caption, authority language, duration, or property-description contract. Articles instead state name, office/agent, principal-office mailing address, and management form and may add lawful agreement matters (§ 275.025(1), (4)) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles filing mechanics do not create missing authority-statement effects |
No filed-grant conclusiveness or public limitation-notice rule. Usual-way member/manager act binds unless actor lacked authority and counterparty knew or was notified; nonusual act needs agreement authorization; restriction defeats binding only for person with knowledge (§ 275.135) |
No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. Section 275.135 includes execution of any instrument in ordinary agency language but supplies no separate land-record effect; deed, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, or postdissolution authority statement. Filed dissolution articles, decree, or certificate presumptively gives dissolution notice; authorized wind-up/unfinished acts may bind under separate § 275.305 |
Use current articles for management form, operating agreement and private authority records, § 275.135 for agency/restrictions, and §§ 275.140-.145 for evidentiary/imputed-notice rules. None certifies authority, deed validity, title, priority, value, good faith, knowledge, or protected reliance in a particular deal |
| Louisiana verified 2026-10-02 | Louisiana LLC Law, La. R.S. 12:1301 et seq.; ordinary domestic LLC. Hybrid articles-and-certificate system, not a standalone authority statement: filed articles may disclose limits/name certifiers, and a later certifier's certificate supports outsider reliance (§§ 12:1305(C), 12:1317) |
Organizer executes/files articles and initial report with Secretary of State; LLC later files articles amendment. Named manager/member/other certifying official issues reliance certificate; if no one named, one or more managers or members may certify. Certificate is not itself the public filing (§§ 12:1304-.1305, .1309, .1317(C)) |
Articles may state member limits, manager limits, or existence of written-agreement limits and may name one or more managers, members, or other certifying officials. Certificate may establish membership, record authenticity, or authority of any person, including § 12:1318(B) actions; no general position filing (§§ 12:1305(C), .1317(C)) |
Authority-related articles content is optional: extent/existence of member or manager restrictions and named certifying officials plus reliance statement. Articles otherwise require LLC name, purpose, and low-profit status. Statute prescribes no separate certificate caption, address, parcel, duration, or detailed authority-content list (§ 12:1305) |
Articles signed by at least one person and acknowledged or authentic act; amendment signed by manager or member and likewise formalized, then filed with SOS. Articles/amendment fee $125 since Oct. 1, 2026. Named certifier's separate certificate supports outsider reliance (§§ 12:1305, .1309, .1317; 49:222; 2026 Act 921) |
Member-managed member or manager-managed manager is mandatary for ordinary-course matters other than LLC immovables unless articles restrict/enlarge, or actor lacks authority and counterparty knows. Articles statement that written-agreement restrictions exist deems persons dealing with LLC to know them; certifier certificate may establish authority (§ 12:1317) |
Ordinary mandate expressly excludes alienation, lease, or encumbrance of LLC immovables. Certifier certificate may establish authority including § 12:1318(B) actions; default majority member vote approves an immovable act. No authority-certificate land recording, certified-copy, or all-person constructive-notice rule (§§ 12:1317, .1318(B)(5)) |
Authority statements in articles change through articles amendment, including when members change a statement to reflect their agreement. No separate denial, certificate cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route (§ 12:1309) |
No general device; use current articles, operating agreement, named-certifier certificate, management form, § 12:1317 mandate/knowledge rules, and required member approvals. None alone decides actual/apparent authority, mandate validity, deed validity, title, priority, value, good faith, knowledge, or reliance in a particular transaction |
| Maine verified 2026-08-30 | Maine LLC Act, 31 M.R.S. ch. 21; ordinary domestic LLC. General SOS statement may grant or limit authority of specific person(s) or all position holders to enter transactions or otherwise act for/bind LLC; no separate realty architecture (§§ 1541 to 1543) |
LLC delivers original statement, amendment, or cancellation to Secretary of State; person named in filed statement may deliver denial after furnishing LLC a copy. No separate land-record filing route (§§ 1542 to 1543) |
May grant or limit 1+ specific persons or all persons holding an LLC-related position to enter transactions or otherwise act for/bind company. Statute does not divide realty instruments from other transactions (§ 1542(1)) |
Original: LLC name plus chosen person(s)/position grant or limit. Amendment/cancellation: LLC name, affected statement filing date, and amendment text/cancellation declaration. Denial: LLC name, affected filing date, denial, and statement that copy was furnished to LLC. No address, caption, or realty description required (§§ 1542(1)-(2), 1543) |
Company-authorized person signs company record; named person signs denial; agent/attorney-in-fact may sign. Filing time or delayed date/time up to 90 days. $50 each for original, amendment, cancellation, or denial; no statement acknowledgment/verification rule stated (§§ 1674, 1676, 1680(15)-(16)) |
Effective grant is conclusive for value-giving reliance unless relying person has contrary knowledge. Statement may limit statutory power under § 1541, but § 1542 states no general limitation-as-knowledge/notice rule. Without effective statement, manager, member, president, or treasurer has statutory binding power (§§ 1541(3)-(4), 1542(3)) |
No separate realty category, certified-copy land recording, or deemed-knowledge rule. A statement’s general transaction/act-for/bind language and grant-reliance rule apply without a special LLC-statement county-record step; deed/title/priority law remains separate (§ 1542) |
LLC may amend/cancel; named person may deny after copy to LLC, operating as amendment. Company certificate of cancellation cancels every authority statement. No fixed automatic expiration, renewal, or separate postdissolution authority statement (§§ 1542(2), (4)-(5), 1543) |
Device exists. Section 1541 recognizes agreement/member authorization, effective statement, default manager/member/president/treasurer power when no statement is effective, and other law. Statement does not decide deed validity, title, value, good faith, actual contrary knowledge, priority, or protected reliance in a particular deal |
| Maryland verified 2026-08-30 | Maryland LLC Act, Corps. & Ass'ns tit. 4A; ordinary domestic LLC. No general authority statement. Narrower public articles limitation removes every member's status-only agency and presumes counterparties know it; partnership statement system is in separate tit. 9A (§§ 4A-204, -401; complete tit. 4A) |
No authority-statement filer/form. LLC uses ordinary articles filed for record with Department; members elect optional provision limiting member status authority. Articles amendment is written, approved as agreed/default unanimous, executed, and filed (§ 4A-204) |
Status-wide limitation only—covers every member's authority arising solely from membership. No named person, office/position, transaction category, public grant, or nonmember denial. Operating agreement may privately grant exclusive management to nonmembers (§§ 4A-204(a)(3), -401, -402(a)(1)) |
No standalone statement contents. Articles require LLC name, Maryland principal office, resident-agent name/address, and may add lawful provision including member-status authority limitation. Amendment uses ordinary articles process; no affected-statement caption, grant language, address set, duration, or property description (§ 4A-204) |
N/A—no authority-statement signer, delivery, effective-time, acceptance, declaration, or fee. Ordinary articles/amendment execution and Department filing rules apply; those records do not become a general grant-or-limit statement (§§ 4A-204, -206) |
Without articles limit, usual-business member act/instrument binds unless no actual authority and counterparty actually knows. With limit, member has no status-only agency and every counterparty is presumed to know; counterparty may still prove agency or estoppel. Nonusual act needs LLC authorization (§ 4A-401) |
No LLC-statement certified-copy recording or realty-specific grant. Articles member-status limitation and presumed knowledge can apply to an instrument generally, but deed execution, acknowledgment, delivery, county recording, title, value, good faith, notice, and priority remain separate (§ 4A-401) |
Articles may be amended through written, agreed/default-unanimous approval, execution, and Department filing. No authority denial, separate statement cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Later agency/agreement/articles/company changes use their own provisions (§ 4A-204(c)) |
No general device, but public status-limit exists. Review current articles/amendments, operating agreement, member/nonmember agency, authorization, and estoppel facts. Neither filing nor presumed knowledge certifies actual/apparent authority, deed validity, title, priority, value, good faith, fraud, or protected reliance in a particular transaction |
| Massachusetts verified 2026-08-30 | Massachusetts LLC Act, G.L. c. 156C; ordinary domestic LLC. No uniform authority statement. Comparable certificate-based system: public manager/filing-signer designations, optional realty signers, binding listed-signer realty instruments, and listed-person authority certifications (§§ 12, 24, 66-68) |
Authorized person files Certificate of Organization/amendment with Secretary of Commonwealth. Certificate lists managers, state-filing signers, and optional realty signers. Listed manager or filing signer—not any denied grantee—may separately certify any person's authority; certification need not itself be state-filed (§§ 12-15, 17, 67) |
Certificate names specific managers, specific other state-filing signers, and optionally specific realty-instrument signers; no position-wide public grant/limit. Section 67 certifier may certify authority of any person for any LLC act, including realty. No public authority limitation or denial route (§§ 12(a)(5)-(9), 67) |
Certificate: LLC name; Massachusetts records office; resident agent/consent; optional dissolution date; managers; other state-filing signers; business character; optional realty signers; other chosen matter. Amendment repeats current manager, filing-signer, and realty-signer lists under Secretary requirements (§§ 12-13; official filing guidance) |
Manager, certificate-named filing signer, or court fiduciary signs filed certificate under perjury affirmation; agent/attorney-in-fact may sign without filing authority. Deliver signed original/duplicate to Secretary; ordinarily effective on filing or stated date certain. Formation certificate $500; amendment $100. No separate authority-record fee (§§ 12-13, 15, 17; official guidance) |
Public certificate alone is notice only of facts § 12 requires. A listed manager or state-filing signer may certify incumbency and any person's authority; certification binds LLC for good-faith reliance despite contrary agreement, side agreement, bylaws/rules, resolution, or vote. No uniform value-giving filed-grant rule (§§ 18, 67) |
No certified-copy statement overlay. Realty instrument executed in LLC name by certificate-listed manager or realty signer binds LLC for good-faith relier despite contrary internal record. Secretary good-standing certificate identifies listed managers/realty signers. Deed still must be otherwise recordable; title/priority remain separate (§§ 66, 68) |
Certificate must promptly amend material falsehoods and manager/authorized-signatory changes; may amend for any proper purpose. No authority denial, restrictive statement amendment, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Company certificate cancellation and other lifecycle records are separate (§ 13; official guidance) |
No uniform device, but certificate-based alternatives exist. Review current certificate/amendments, listed managers and signers, § 67 certification, operating agreement/delegations, instrument, good faith, and company status. Statutory binding effect does not decide deed form, acknowledgment, delivery, fraud, land-office acceptance, title, priority, or good faith in a disputed deal |
| Michigan verified 2026-08-30 | Michigan LLC Act, MCL 450.4101-.5200; ordinary domestic LLC. No general statement-of-authority device. Articles-based management/authority system: manager-management articles notify outsiders managers—not members—have statutory agency; articles may establish lack of manager authority (§§ 450.4203, .4401-.4402, .4406) |
No authority-statement filer/form. Organizer signs original articles; manager for manager-managed LLC, member for member-managed LLC, or authorized agent signs later filing. Deliver to LARA administrator; filed records are publicly inspectable and prescribed form may be required (§§ 450.4103-.4104) |
No named-person/position public grant-or-limit statement. Articles may choose manager management, contain any lawful provision, and restrict/enlarge rights/duties of a manager or group; statutory agency then attaches to manager status and usual-business acts. Private agreement terms remain separate (§§ 450.4203(2), .4401-.4402, .4406) |
No statement contents. Articles state LLC name, purpose, initial registered-office street/mailing address and resident agent, manager management if selected, and nonperpetual duration; may add lawful provisions. Amendment certificate gives LLC name, original filing date, amended text, and approval statement (§§ 450.4203, .4603) |
No statement rule. Organizer signs original articles; qualifying manager/member/agent signs later filing and states name/capacity; power of attorney need not be sworn/filed. Deliver to administrator; substantial conformity, public indexing, endorsed effectiveness or ≤90-day later time. Articles $50; amendment $25 (§§ 450.4103-.4104, .5101(1)(b)-(c)) |
Usual-business manager act/instrument binds unless manager lacks authority and outsider either actually knows or articles/Act establishes the lack. Manager-management articles notify third parties that managers, not members, have this agency. No value-giving conclusive grant, limitation-only notice rule, or later-filing priority formula (§§ 450.4401-.4402, .4406) |
No LLC-authority-statement certified-copy/land-record effect. Section 450.4406 includes execution of any instrument in usual-business agency, and § 450.4211 protects an otherwise-lawful real/personal-property transfer from company capacity/power attack subject to listed proceedings; signer authority, deed form, recording, title, notice, and priority remain separate |
Articles may be amended with lawful provisions and must change when management shifts or a statement becomes false/erroneous; certificate states company, original filing date, amended text, and approval. No authority denial, separate cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement (§§ 450.4601-.4603) |
No general device. Review current public articles/amendments for management form and restrictions, operating agreement for private allocation, manager status, usual-business character, and actual knowledge under § 450.4406. None alone decides actual/apparent authority beyond stated effect, deed validity, recording priority, title, value, good faith, fraud, or protected reliance in a particular deal |
| Minnesota verified 2026-08-30 | Minn. Stat. ch. 322C, Revised Uniform LLC Act; ordinary domestic LLC. General secretary-of-state statement may grant or limit authority for real-property instruments and other transactions, with separate non-realty and realty effects (§§ 322C.0302-.0303) |
LLC files original, amendment, cancellation, or postdissolution authority statement with secretary of state; named individual grantee may file denial. Certified copies may be recorded in real-property records for stated realty effects (§§ 322C.0302-.0303) |
May grant or limit all persons holding a company-related position or one specific person, separately for executing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 322C.0302, subd. 1) |
Original: LLC name, registered-office street address, and chosen grant/limit. Amendment/cancellation: same identity/address, affected statement caption and effective date, plus change or cancellation declaration. Denial: LLC name, affected statement caption, and denial (§§ 322C.0302, subds. 1-2; .0303) |
Company-authorized person signs company record; named person signs denial; agent may sign. Record must be captioned, use permitted medium, and be delivered to secretary with $35 statutory filing fee. Default filing-time effect; delayed effect up to 90 days (§§ 322C.0203, .0205) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 322C.0302, subds. 3-5) |
Realty grant is conclusive for value-giving reliance without contrary knowledge whether or not certified copy is recorded. Recorded certified cancellation/restrictive amendment or later limitation can defeat it; recorded certified limitation makes all persons deemed to know it (§§ 322C.0103, subd. 4; .0302, subds. 6-7) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. No fixed automatic expiration or renewal in § 322C.0302. Effective dissolution/termination statement changes realty grant/limitation effects; labeled postdissolution statement allowed (§§ 322C.0302, subds. 2, 8-10; .0303) |
Device exists. Filing concerns power to bind nonmembers and stated reliance/notice consequences; it does not alone decide internal authorization, actual/apparent authority, deed validity, recording priority, value, good faith, knowledge, or protected reliance in a particular transaction |
| Mississippi verified 2026-08-30 | Mississippi Revised LLC Act, Miss. Code tit. 79, ch. 29; ordinary domestic LLC. No general public statement-of-authority device: current scheme uses certificate/agreement management and member, manager, and officer agency (§§ 79-29-201, -307) |
N/A—no authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Organizer files ordinary certificate of formation, but it is not a standalone authority statement (§ 79-29-201) |
N/A—no public person/position grant or limitation filing. Agency follows member-managed member, manager-managed manager, or officer to extent authority is delegated in operating agreement; certificate/agreement may restrict authority (§ 79-29-307) |
N/A—no statement identity, address, caption, named-person/position, authority language, affected record, duration, or property-description contract. Certificate instead states LLC name, registered-agent information, and any specific dissolution date and may add member-selected matters (§ 79-29-201) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Certificate filing and private delegation do not create public authority-statement effects |
No filed-grant conclusiveness or public limitation-notice rule. Ordinary-course member/manager/officer act binds unless actor lacked authority and counterparty had actual knowledge; restriction defeats binding only for person with knowledge (§§ 79-29-105(n), -307) |
No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. Section 79-29-307 includes execution of any instrument in ordinary agency language, but deed, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Separate § 79-29-811 governs postdissolution binding and presumes filed dissolution certificate gives dissolution notice |
Use current certificate/operating agreement for management and restrictions, § 79-29-307 for ordinary agency, and private delegations/records for officer authority. None certifies actual/apparent authority, deed validity, title, recording, priority, good faith, value, knowledge, or reliance in a particular deal |
| Missouri verified 2026-08-30 | Missouri LLC Act, RSMo §§ 347.010-.187; ordinary domestic LLC. No general statement-of-authority device. Public articles state member/manager management and how/who has management authority; § 347.065 supplies status agency and knowledge rules (§§ 347.039, .065, .079) |
N/A—no authority-statement filer, Secretary of State record, or form. Ordinary organizers file articles; articles publicly state management form/how authority is vested, while operating agreement designates managers and detailed authority (§§ 347.039, .079, .081) |
N/A—no statutory specific-person/position public grant-or-limit statement. Articles may contain lawful operating-agreement provisions and must say how/who manages; agreement may allocate powers to members, managers, other persons/classes. Public filing carries no conclusive grant formula (§§ 347.039.3, .079, .081) |
N/A—no statement name/address/caption/authority-language/affected-record/duration/realty-description contract. Articles require LLC name, purpose, registered office/agent, management form, dissolution/duration, and organizer identities; may add lawful agreement provisions (§ 347.039) |
N/A—no authority-statement signer, delivery, effective-time, acceptance, declaration, or fee rule. Ordinary articles/amendments follow Secretary of State mechanics; those filings do not acquire missing authority-statement effects |
No filed-grant conclusiveness or limitation-notice rule. Usual-business member act binds unless no authority and counterparty knows. Manager-management articles remove member status agency and give managers parallel rule. Nonusual act needs agreement authorization; contrary restriction binds LLC only against person without knowledge (§ 347.065) |
No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. General agency includes execution of an instrument, but deed form, acknowledgment, delivery, county recording, title, notice, value, good faith, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution statement. Articles may be amended under ordinary rules; management-mode, agreement, manager, restriction, agency, and dissolution changes require their own records |
Use current public articles for management structure/how authority is vested, operating agreement for manager identity and private allocation, and § 347.065 for status agency and counterparty knowledge. None certifies actual/apparent authority, deed validity, title, priority, value, good faith, fraud, or protected reliance in a particular transaction |
| Montana verified 2026-08-30 | Montana LLC Act, MCA tit. 35 ch. 8; ordinary domestic LLC. No separate general statement-of-authority device; public articles may state member/management authority limits and § 35-8-301 supplies member/manager agency and knowledge rules |
No authority-statement filer, Secretary-of-State statement filing, named-grantee denial, or statutory authority-statement form. LLC separately files articles and amendments under Part 2 |
No stand-alone person/position grant/limit statement. Articles list initial managers or initial members and may state limitations on authority of members or management; agency otherwise follows management form and transaction scope (§§ 35-8-202, -301) |
N/A—no authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC identity, term, principal mailing address, agent data, management form/initial names, liability election, and any authority limitations (§ 35-8-202) |
N/A—no authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments use their separate formation and general filing rules |
No filed-grant conclusiveness or value-reliance rule. Articles prevail over conflicting operating agreement for nonmembers/transferees who reasonably rely to detriment. Usual-way member/manager act binds unless actor lacked authority and counterparty knew; nonusual act needs authorization; restriction binds only persons with knowledge (§§ 35-8-202(3), -301) |
No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Section 35-8-301 includes execution of any instrument in its general usual-way agency rule; deed execution, acknowledgment, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Later articles/agreement and management changes use their own provisions; winding-up actors may transfer LLC property under § 35-8-903 |
Use current articles for management form, initial names, authority limitations, and qualifying outsider reliance; operating agreement for internal allocation; and § 35-8-301 for agency/knowledge. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Nebraska verified 2026-08-30 | Nebraska Uniform LLC Company Act, Neb. Rev. Stat. §§ 21-101 to -197; ordinary domestic LLC. General Secretary-of-State statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 21-126 to -128) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to Secretary of State; named grantee may deliver denial. Certified copies go to office recording transfers of the affected realty (§§ 21-119, -121, -127 to -128) |
May grant or limit all persons holding a company-related position or one specific person, separately for executing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 21-127(a)) |
Original: LLC name, designated-office street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement caption and effective date, and change/cancellation. Denial: LLC name, affected statement caption, and denial (§§ 21-127(a)-(b), -128) |
Company-authorized person signs company statement; named person signs denial; agent may sign. Record needs purpose caption, SOS-permitted medium, delivery, and fee; filing time or delayed effective date/time up to 90 days. Fees: $30 written/$25 electronic; certified copy $1/page + $10 certificate (§§ 21-119, -121, -192) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 21-127(c)-(e)) |
Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know it (§ 21-127(f)-(g)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Statement cancels 5 years after original/latest amendment unless earlier canceled, without land-record action (§§ 21-127(b), (h)-(k), -128) |
Device exists; certificate-of-organization statement is not effective as authority statement and member status alone creates no agency (§§ 21-117(c), -126). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| Nevada verified 2026-08-30 | Nevada LLC Act, NRS ch. 86; ordinary domestic LLC. No general public statement-of-authority device: current operation provisions use articles/operating-agreement management, debt-incurrence authority, and property-instrument rules (§§ 86.161, .301, .311) |
N/A—no authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Organizers file ordinary articles naming management actors, but articles are not a standalone authority statement (§§ 86.151, .161) |
N/A—no public person/position grant or limitation filing. Debt/property authority follows manager-managed manager, member-managed member, or agent/officer/employee/representative authorized by agreement or another writing (§§ 86.301, .311) |
N/A—no statement identity, address, caption, named-person/position, authority language, affected record, duration, or property-description contract. Articles instead state company, agent, organizers, management form and initial managers/members, series, and restricted-company status (§ 86.161) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Private written authorization and transaction instruments do not acquire a public statement filing effect |
No filed-grant conclusiveness or statement-limitation notice rule. Debt/liability may be incurred by managers, members, or representatives according to management form and written/agreement authority, subject to chapter and governing documents (§ 86.301) |
No LLC-authority-statement certified-copy recording or deemed-knowledge rule. Unless articles/agreement provide otherwise, company property acquisition, mortgage, or disposition instrument is valid/binding when signed by correct manager/member or written-authorized representative (§ 86.311(1)) |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Changes to articles, agreement, management, written authorization, and dissolution operate under their own provisions |
Use current articles for management form and named initial actors, operating agreement/private writings for authorization, § 86.301 for debt/liability, and § 86.311 for property instruments. None alone decides actual/apparent authority, deed validity, title, recording, priority, good faith, value, knowledge, or reliance |
| New Hampshire verified 2026-08-30 | New Hampshire Revised LLC Act, RSA ch. 304-C; ordinary domestic LLC. No general public statement-of-authority device; public certificate states member/manager management, while § 304-C:52 supplies member/manager agency and actual-knowledge rule |
No authority-statement filer, Secretary-of-State filing, denial, or statutory form. LLC separately files certificate of formation and any amendment/restatement under §§ 304-C:28 to :35 |
N/A—no public statement naming person/position or filing grant/limit. Certificate states member- or manager-management and may include other lawful matters; managers are designated through operating agreement (§§ 304-C:13, :31, :52) |
N/A—no authority-statement company identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Certificate separately states LLC name, agent/office, primary business/purpose, and management form (§ 304-C:31) |
N/A—no statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Certificate/amendment filings use separate general rules for signers, online availability, delivery, fees, and ≤90-day delay (§§ 304-C:28 to :29) |
No filed-grant conclusiveness or value-reliance rule. Member is company agent unless manager management; then manager is agent unless agreement says otherwise. Agent act binds unless actor lacked actual authority and counterparty knew that fact (§ 304-C:52) |
No LLC authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Section 304-C:52 includes signing any legal document within its general agency rule; deed execution, acknowledgment, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Certificate may be amended/restated; after dissolution, winding-up member/manager agency uses operating-agreement, actual-notice, and actual-knowledge rules (§§ 304-C:35, :140) |
Use current certificate for management form; operating agreement for manager designation and internal authority; and §§ 304-C:52 and :140 for ordinary/postdissolution agency. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| New Jersey verified 2026-08-30 | New Jersey Revised Uniform LLC Act, N.J.S.A. 42:2C-1 to -94; ordinary domestic LLC. General Division of Revenue statement covers specific-person or company-position grants/limits for realty instruments and other transactions; affects only power to bind LLC to nonmembers (§ 42:2C-28(a), (c)) |
LLC delivers statement/amendment/cancellation to Division of Revenue through company-authorized signer or agent/attorney-in-fact; named grantee files own signed denial. Caption must describe purpose and use medium permitted by office. Treasury lists separate statement, amendment/cancellation, and denial forms not available for direct online filing (§§ 42:2C-2, -20, -22, -29) |
May cover all persons holding any position existing in/with respect to LLC or a specific person; may grant or limit authority to execute instrument transferring LLC realty or enter other transactions/act for/bind LLC (§ 42:2C-28(a)(2)-(3)) |
Original: LLC name, registered-office street/mailing addresses, office-required identifying information, and authority/limit. Amendment/cancellation repeats identity/address information, affected statement caption/effective date, and change or cancellation. Denial gives LLC identity, affected-statement caption, and denial (§§ 42:2C-28(a)-(b), -29) |
Company-authorized person signs statement/amendment/cancellation; named grantee signs denial; agent/attorney-in-fact may sign. Individual signer affirms accuracy under perjury penalty. Deliver captioned record in permitted medium; effective on filing or stated delayed date. Statement/related residual filing $75; certified copy $25 (§§ 42:2C-20, -22, -24(c), -93(a)(8), (14)) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, cancellation/restrictive amendment, or later-effective limitation. Limitation alone is not evidence of knowledge/notice outside realty rules (§ 42:2C-28(c)-(e)) |
Certified recorded copy of effective realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later recorded limitation. Certified recorded realty limitation makes all persons deemed to know it; recorded denial can serve as restrictive amendment (§ 42:2C-28(f)-(g), (j)) |
LLC files amendment/cancellation; named grantee may file denial, which acts as restrictive amendment and may be recorded. No automatic fixed expiration or renewal term. Effective dissolution certificate cancels statement for realty-grant rule and limits authority for realty-limit rule; labeled postdissolution statement may replace it (§§ 42:2C-28(b), (h)-(j), -29) |
Device exists. Certificate-of-formation statement is expressly not an authority statement. Statement governs outsider-binding power only; it does not decide internal authorization, actual/apparent authority beyond stated effect, value, knowledge, good faith, deed validity, acknowledgment, title, recording priority, fraud, or protected reliance in a particular transaction (§§ 42:2C-18(c), -28(c)) |
| New Mexico verified 2026-08-30 | New Mexico Limited Liability Company Act, ch. 53 art. 19 NMSA 1978; ordinary domestic LLC. No general active-company statement-of-authority device; the Act instead uses articles/operating-agreement management, property-transfer rules, and a narrow postdissolution authority designation (§§ 53-19-8, -15, -29 to -30, -41) |
No general statement filer, Secretary of State authority-statement filing, denial, or statutory form. After dissolution, winding-up authority holders sign and deliver articles of dissolution to Secretary of State; those articles name each person with winding-up authority (§ 53-19-41) |
N/A for an active-company public grant/limit by person or position. Articles state manager-management status, while articles/operating agreement allocate management; dissolution articles name individual authority holders for winding up (§§ 53-19-8(D), -15, -41(B)-(C)) |
N/A—no original authority statement, affected-statement caption/date, named-person/position, transaction-scope, address, or realty-description contract. Dissolution articles separately state LLC identity/dates/event and each winding-up authority holder’s name/address (§ 53-19-41(B)) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, fee, or acceptance rule. Ordinary required filings are signed by manager/member or other listed actor; dissolution articles use their own signer/delivery/effect rules (§§ 53-19-12, -41) |
No filed-statement conclusiveness, value-reliance rule, or limitation-as-notice rule for active-company non-realty transactions. Manager/member power follows articles and operating agreement; actual authority, ratification, and outsider knowledge remain fact-specific (§§ 53-19-15, -43(C)-(D)) |
No LLC authority-statement certified-copy recording or deemed-knowledge rule. Section 53-19-30 instead governs who may execute property transfers and protects a value-giving transferee without notice of the signer’s lack of authority; title, recording, and priority remain separate |
N/A for statement amendment, denial, cancellation, renewal, or automatic expiration. Filed dissolution articles may be amended or revoked; after filing, only a person named there has winding-up authority, including power to bind and execute instruments (§ 53-19-41(C)-(D)) |
Use current articles for management form, written operating agreement and § 53-19-15 for management power, §§ 53-19-29 to -30 for property transfers/value-without-notice protection, and dissolution articles when applicable. None certifies actual/apparent authority, deed validity, title, value, knowledge, notice, good faith, priority, or protected reliance in a particular deal |
| New York verified 2026-08-30 | N.Y. LLC Law ch. 34; ordinary domestic nonprofessional LLC. No general public statement-of-authority device: complete current chapter uses optional articles limitation notice plus member/manager agency and knowledge rules (§§ 203(e)(7), 412) |
No separate authority-statement filer, Department of State record, or form. Organizer files articles; members may elect an optional articles statement whether authority limits apply to members/managers/classes, but it is not the uniform statement device (§ 203(a), (e)(7)) |
No separate public grant/limit for a named person or position. Articles may state whether limitations exist for members, managers, or classes; operating agreement/delegation can supply internal authority. Section 412 assigns statutory agency by management form (§§ 203(e)(7), 412(a)-(b)) |
N/A for a separate statement—no statement name/address, affected-record caption, person/position, transaction-scope, or real-property contents. Optional articles provision says whether authority limits exist; ordinary articles contents serve formation (§ 203(d)-(e)) |
N/A—no statement signer, delivery, effective-time, acceptance, or statement-specific fee rule. Articles are prepared/executed/filed through ordinary formation provisions and may delay formation no more than 60 days, but those mechanics do not create statement-of-authority effects (§ 203(a), (d)) |
No filed-grant conclusiveness. Usual-business act by member in member-managed LLC or manager in manager-managed LLC binds unless actor lacked actual authority and counterparty knew. Nonusual act binds only if actually authorized; restriction binds persons with knowledge (§ 412(a)-(d)) |
No LLC-statement certified-copy recording, value-reliance, or deemed-knowledge rule. Section 412 covers execution of any instrument through the ordinary agency rules; deed execution, acknowledgment, land recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Articles amendments and company authority changes use their own provisions; a public limitation statement remains an articles question |
Use articles for management form and any elected limitation statement; operating agreement/current delegations for internal authority; § 412 for member/manager agency, knowledge, restriction, and nonusual acts. None certifies actual/apparent authority, title, value, good faith, priority, or protected reliance in a particular deal |
| North Carolina verified 2026-08-30 | North Carolina LLC Act, N.C. Gen. Stat. ch. 57D, plus real-property instrument rule § 47-18.3. No general Secretary-of-State authority statement. Narrower routes: authority term in articles with conflict/reliance effect, and attached or county-recorded realty authorization resolution (§§ 57D-2-21, -2-30(d), 47-18.3) |
No authority-statement filer/form. LLC articles go to Secretary of State through Chapter 57D/55D filing rules. For realty, LLC may attach a signed/attested manager-or-member resolution to the instrument or record it separately with register of deeds where land lies; § 47-18.3 does not identify the presenter or prescribe a form (§§ 57D-1-20, 47-18.3(e)) |
Recorded resolution is grant-only: authorizes the stated officer, manager, member, or agent to execute/sign/seal/attest deeds, conveyances, or other instruments; separately recorded version reaches later deeds under its authority. No general non-realty grant/limit statement. Articles may contain any operating-agreement provision (§§ 57D-2-21(b), 47-18.3(e)) |
No statement contents. Articles include LLC name, executor identity/capacity, initial registered office/agent, and principal office if any, and may add agreement provisions. Realty route requires a signed and attested manager/member resolution authorizing the actor; § 47-18.3 states no special LLC-address, caption, effective-date, duration, or parcel-description fields (§§ 57D-2-21, 47-18.3(e)) |
No statement rule. Articles signer is manager/company official, qualifying organizer, or court fiduciary; no seal/attestation/acknowledgment required, and general filing/delayed-time rules apply. Articles cost $125; amendment $50. Realty resolution itself must be signed and attested; § 47-18.3 states no special fee/effective-time rule (§§ 57D-1-20, -1-22, 55D-10, -13, 47-18.3(e)) |
No conclusive non-realty statement grant/limit. In a filed-document/operating-agreement conflict, filed LLC document prevails for nonparty/nonofficial to extent of reasonable reliance; otherwise agency/contract law applies. Each manager may act in ordinary course subject to majority control; managers may delegate generally or specifically (§§ 57D-2-30(d)-(e), -3-20(c), -3-22) |
No certified authority-statement copy. Attached or separately county-recorded signed/attested resolution may authorize deeds; separate record applies to later deeds under its authority. Ordinary-course registered instrument facially signed by listed authorized actor is valid for innocent-third-party rights as if board-authorized, unless facial breach; no protection for actual knowledge of no authority/breach (§ 47-18.3(a), (e)) |
No authority-statement amendment, denial, cancellation, expiration, renewal, or dissolution route. Articles may be amended to add/change/delete lawful provision; default approval is all members or organizer majority before a member is identified. Section 47-18.3 says a separately recorded resolution applies to later deeds under its authority but states no revocation, fixed term, or postdissolution rule (§§ 57D-2-22, 47-18.3(e)) |
No general device. Review current articles/Secretary records, operating agreement, manager majority direction, delegations, any attached/recorded resolution, instrument face, land records, and actual-knowledge facts. These rules do not decide authority beyond stated effects, deed validity, acknowledgment, fraud, title, priority, value, good faith, or protected reliance in a particular deal |
| North Dakota verified 2026-08-30 | North Dakota Uniform LLC Act, N.D.C.C. ch. 10-32.1; ordinary domestic LLC. General SOS statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and realty effects and no fixed automatic term (§§ 10-32.1-23 to -25) |
LLC files original, amendment, cancellation, or postdissolution authority statement with Secretary of State; named grantee may file denial. Certified copies may enter county real-property records for limitation/later-record effects (§§ 10-32.1-24 to -25) |
May grant or limit all persons holding an LLC-related position or one specific person, separately for executing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 10-32.1-24(1)) |
Original: LLC name, registered-office address, and chosen grant/limit. Amendment/cancellation: same data, affected caption and effective date, and change/cancellation. Denial: LLC name, affected caption, and denial. A certified copy recorded for realty must include legal description under recorded-record definition (§§ 10-32.1-02(45), -24(1)-(2), -25) |
Company-authorized signer under chapter/articles/control agreement/bylaws/resolution; named person signs denial; agent may sign. SOS-accepted method/medium; filing or later effective date ≤90 days. $20 original/amendment/cancellation; denial uses $10 other-statement fee (§§ 10-32.1-02(19), (49), -92(5), (28)) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 10-32.1-24(3)-(5)) |
Original realty grant is conclusive for value-giving reliance without contrary knowledge whether or not its certified copy is recorded. Recorded certified cancellation/restrictive amendment or later limitation can defeat it; recorded certified limitation gives all persons knowledge (§ 10-32.1-24(6)-(7)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Effective dissolution notice changes realty effects; labeled postdissolution statement allowed. No fixed automatic expiration/renewal rule appears (§§ 10-32.1-24(2), (8)-(10), -25) |
Device exists; articles statement is not effective as authority statement and member status alone creates no agency (§§ 10-32.1-20(3), -23). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
| Oklahoma verified 2026-08-30 | Oklahoma LLC Act, 18 O.S. §§ 2000-2060; ordinary domestic LLC. No general statement-of-authority device: current Chapter 32 uses manager agency and title-transfer rules rather than a public grant/limit statement (§§ 2015, 2019, 2019.1) |
N/A—no authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Articles and other Chapter 32 records are separate from the manager-agency and property-transfer rules |
N/A—no public person/position grant or limitation filing. Every designated manager is statutory agent; if articles/agreement select no designated managers, members are deemed managers and sign as managers (§§ 2015, 2019) |
N/A—no statement company identity, address, caption, named-person/position, authority language, affected record, duration, or property-description contract. Do not substitute articles or an operating agreement for a public authority statement |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Property instruments are transaction documents under §§ 2019-.1, not authority-statement filings |
No filed-grant conclusiveness or limitation-notice rule. Manager act apparently carrying on LLC business binds unless manager lacks authority and counterparty knows; unauthorized act still binds for good-faith person with no knowledge (§ 2019(A)) |
No LLC-authority-statement certified-copy recording or deemed-knowledge rule. One or more managers' acquisition, mortgage, or disposition instrument is valid/binding subject to §§ 2019-.1; title and later value-without-notice protections depend on how title is held (§§ 2019(B), 2019.1) |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Separate § 2039 governs wind-up binding and presumes filed dissolution articles give dissolution notice |
Use current articles/agreement for management structure and authority, §§ 2015 and 2019 for manager status/agency, and § 2019.1 for titled-property rules. None alone decides actual/apparent authority, instrument validity beyond stated effect, recording, title, priority, good faith, value, knowledge, or notice in a particular deal |
| Oregon verified 2026-08-30 | Oregon LLC Act, ORS ch. 63; ordinary domestic LLC. No general statement-of-authority device: current chapter index uses management-form agency and an articles-conditioned realty-instrument rule rather than a public grant/limit statement (§§ 63.047, .140) |
N/A—no authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Organizers file ordinary articles, but articles are not a standalone authority statement (§ 63.047) |
N/A—no public person/position grant or limitation filing. Statutory agency follows member-managed member or manager-managed manager status; articles may limit realty authority and articles/agreement govern other authorization (§§ 63.047, .140) |
N/A—no statement identity, address, caption, authority language, duration, or property-description contract. Articles instead state company, office/agent, notice address, management form, organizer, duration, principal office, and knowledgeable contact and may add lawful internal-affairs provisions (§ 63.047) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles filing mechanics do not create missing authority-statement effects |
No filed-grant conclusiveness or statement-limitation notice rule. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew or had notice; outside-course act needs statutory authorization (§ 63.140(1)-(2)) |
No authority-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member-managed member or manager-managed manager may sign/deliver instrument affecting LLC realty; instrument is conclusive for value-giver without knowledge of signer's lack (§ 63.140(3)) |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Articles/agreement may alter authority; separate § 63.629 governs binding after dissolution |
Use current articles for management form and authority limits, operating agreement/private records for authorization, and § 63.140 for agency and realty instrument effect. None alone decides actual/apparent authority, deed validity, land recording, title, priority, value, good faith, knowledge, or reliance |
| Pennsylvania verified 2026-08-30 | Pennsylvania Uniform LLC Act, 15 Pa.C.S. ch. 88; ordinary domestic LLC. General Department of State certificate of authority covers position or named-person grants/limits for realty and other transactions; affects only power to bind LLC to nonmembers and supersedes inconsistent organization certificate (§ 8832(a), (c)) |
LLC delivers company-signed authority certificate to Department of State; named grantee may deliver denial. Current Bureau form DSCB:15-8833 covers denial; authority certificate is available through Business Filing Services rather than a public PDF. Foreign-company route exists but is outside ordinary-domestic scope (§§ 8832(a), (k), 8833) |
May cover all persons holding a company position or a specific person; may grant or limit authority to transfer LLC real property, including signing transfer instrument, or enter other transactions/act for/bind LLC (§ 8832(a)(2)-(3)) |
Original: LLC name and registered-office address, subject to CROP-name substitute, plus authority/limit. Amendment/cancellation repeats name/address, affected certificate effective date, and amendment contents or cancellation. Denial gives LLC name/address, affected authority-certificate filing date, and denial (§§ 8832(a)-(b), 8833(a)) |
Authority certificate is signed by company and delivered to Department; named grantee signs denial under general signing rule and current DSCB form. No special § 8832 effective-time rule; general Title 15 filing rules control. LLC ancillary-transaction fee is $70; current denial form also lists $70 (§§ 152, 153(a)(3)(iii), 8832(a), 8833) |
Certificate affects only power to bind nonmembers and is not binding on Department administration. Non-realty grant is conclusive for person giving value in reliance unless contrary knowledge, cancellation/restrictive amendment, or later-effective limitation. Limitation alone is not evidence of knowledge/notice (§ 8832(c)-(e)) |
Certified recorded copy of effective authority OR organization certificate granting realty-transfer power is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Certified limitation recorded in property's county recorder-of-deeds office makes all persons deemed to know it (§ 8832(f)-(g)) |
LLC files amendment/cancellation; named grantee may file denial, which restrictively amends and may be certified-recorded. Only certificate naming an individual auto-cancels 5 years after certificate/most recent amendment. Dissolution certificate does not cancel for realty grant and limits authority; termination certificate cancels. No postdissolution replacement route stated (§§ 8832(b), (h)-(j), 8833) |
Device exists, but only affects power to bind outsiders and does not decide internal authorization, actual/apparent authority beyond stated effect, value, knowledge, good faith, deed validity, acknowledgment, recording priority, or title. Check organization/authority/denial/cancellation/termination filings plus every certified county record (§ 8832(c)-(j)) |
| Rhode Island verified 2026-08-30 | Current R.I. LLC Act, R.I. Gen. Laws ch. 7-16; ordinary domestic LLC. No general authority-statement device; articles choose member/manager management and § 7-16-20 supplies manager agency. Enacted ch. 247 adds new § 7-16.1-302 effective 1/1/2028 |
Current: no authority-statement filer, SOS filing, named-grantee denial, or land-record route. Future 1/1/2028: LLC files original/amendment/cancellation; named grantee files denial; certified copies may enter realty records (new §§ 7-16.1-302 to -303) |
Current: N/A—no public person/position grant/limit. Articles identify management form and initial managers; member-managed members are deemed managers (§§ 7-16-6, -14). Future act requires person and position authority/limit terms for realty instruments and other transactions |
Current: N/A—no authority-statement content contract. Articles separately state LLC/agent/tax/principal-office/management/initial-manager/signer data. Future original uses LLC and registered-agent identity plus person/position authority; amendment/cancellation and denial have affected-record identifiers (new §§ 7-16.1-302 to -303) |
Current: N/A—no statement signer, delivery, acknowledgment, effective time, fee, or acceptance. Future act identifies company-authorized and denial signers, but filing form/fee implementation should be confirmed when the replacement becomes operative |
Current: no filed-grant conclusiveness. Manager usual-way act binds unless contrary articles/chapter or manager lacked authority and counterparty knew; member-managed members have manager power (§§ 7-16-14, -20). Future non-realty grant becomes conclusive for value-giving reliance subject to knowledge/later-record exceptions |
Current: no LLC-statement certified-copy recording or deemed-knowledge rule; manager’s execution of any usual-way instrument uses § 7-16-20. Future act requires recorded certified copy for special realty-grant conclusiveness and makes recorded certified limitation deemed known (new § 7-16.1-302(f)-(g), eff. 1/1/2028) |
Current: N/A—no statement amendment, denial, cancellation, expiration, renewal, dissolution cancellation, or postdissolution statement. Future act adds all, including required postdissolution statement, denial as restrictive amendment, and 5-year cancellation (§ 7-16.1-302(h)-(k), eff. 1/1/2028) |
Current: use articles for management form/initial managers, written agreement for manager management, §§ 7-16-14 and -20 for member/manager agency. Neither current nor future filing decides actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| South Carolina verified 2026-08-30 | South Carolina Uniform LLC Act of 1996, S.C. Code tit. 33, ch. 44; ordinary domestic LLC. No general statement-of-authority device: current outsider-relations Article 3 contains agency § 33-44-301 and liability §§ 33-44-302-.303, not a public grant/limit statement |
N/A—no authority-statement filer, Secretary of State record, county certified-copy route, or statutory statement form. Organizers file ordinary articles, but articles are not a standalone authority statement (§ 33-44-203) |
N/A—no public specific-person or position statement. Articles may limit member/manager authority; statutory agency follows member-managed member or manager-managed manager status and ordinary-course scope (§§ 33-44-203, -301) |
N/A—no statement name/address, affected-record caption, authority language, duration, or property-description contract. Articles instead state company, office, agent, organizer, term, management, initial-manager, and liability information and may add lawful provisions (§ 33-44-203) |
N/A—no authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles and amendment filing mechanics do not create missing authority-statement reliance effects |
No filed-grant conclusiveness or statement-limitation notice rule. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew or had notice; nonordinary act requires statutory authorization (§ 33-44-301(a)-(b)) |
No authority-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member-managed member or manager-managed manager may sign/deliver instrument affecting LLC realty; instrument is conclusive for value-giver without knowledge of signer's lack (§ 33-44-301(c)) |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Changes to articles, management, agency, and dissolution operate under their own provisions |
Use current articles for management form and any authority limit, operating agreement/private authority records internally, and § 33-44-301 for agency and its realty-instrument rule. None alone decides actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or reliance in a particular deal |
| South Dakota verified 2026-08-30 | South Dakota Uniform LLC Act, SDCL ch. 47-34A; ordinary domestic LLC. No separate general statement-of-authority device; public articles identify management form/initial managers, § 47-34A-301 supplies agency and realty-instrument rules, and § 47-34A-605 provides only narrow dissociation notice |
No general authority-statement filer or named-grantee denial. Dissociated member or LLC may file narrow statement of dissociation with Secretary of State; member filer must deliver LLC a copy. Articles/amendments use separate Article II routes (§§ 47-34A-203 to -206, -605) |
No stand-alone person/position grant/limit statement. Articles state manager management and initial managers; member management otherwise applies. Statutory agency follows management form and transaction scope (§§ 47-34A-203, -301) |
N/A—no authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC/designated-office/agent/organizer/duration/management/manager/liability/series data; dissociation statement states LLC name and dissociation (§§ 47-34A-203, -605) |
N/A—no authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments and narrow dissociation statement use their own chapter filing mechanics (§§ 47-34A-205 to -206, -605) |
No filed-grant conclusiveness. Articles prevail over conflicting operating agreement for nonmembers/transferees who reasonably rely to detriment. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew/had notice; outside-course act needs authorization (§§ 47-34A-203(c), -301(a)-(b)) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member of member-managed or manager of manager-managed LLC may sign/deliver realty instrument; instrument is conclusive for value-giving person without knowledge of signer’s lack of authority (§ 47-34A-301(c)) |
N/A—no general statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Separate dissociation statement gives outsiders notice after 90 days; postdissolution acts bind under winding-up/no-notice rules (§§ 47-34A-605, -804) |
Use current articles for management form/initial managers and outsider reliance, operating agreement for internal allocation, § 47-34A-301 for member/manager agency and realty instruments, and § 47-34A-605 for dissociation notice. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Tennessee verified 2026-08-30 | Tennessee Revised LLC Act, Tenn. Code tit. 48, ch. 249; ordinary domestic LLC. No general authority statement. Narrower articles-based realty grant may name member/manager/director/officer with restrictions, conditions, and exclusivity; ordinary agency governs other transactions (§§ 48-249-202, -402) |
No separate authority-statement filer/form. LLC places optional realty grant in articles filed with Secretary of State under ordinary articles process. Grant may identify one or more members, managers, directors, or officers; no named grantee denial filing (§§ 48-249-201 to -202, -402(e)) |
Specific-person realty grant only: articles may name one or more member, manager, director, or officer authorized to execute instruments transferring real property, with restrictions/conditions. May say designation is exclusive; otherwise status-based agency remains. No position-wide or non-realty public grant/limit (§ 48-249-402(e)) |
No standalone statement contents. Articles state LLC name, registered/principal-office addresses, management form, specified membership/liability/duration facts, and Secretary-required information; optional provisions may add realty grantee names, restrictions, conditions, and exclusivity (§§ 48-249-202, -402(e)) |
N/A—no separate authority-statement signer, delivery, effective-time, acceptance, or fee. Realty grant is part of ordinary articles and follows their organizer signing, Secretary filing, effective-date/event, amendment, and fee rules; those mechanics do not create a general statement (§§ 48-249-201 to -204) |
No conclusive filed grant for non-realty. Member-managed member or manager-managed manager ordinary-course act/instrument binds unless actor lacks authority and counterparty knew/had notice. Director-managed president/authorized officers carry parallel rule. Facts in articles supply notice (§ 48-249-402(a)-(d), (f)) |
No certified-copy land-record overlay. Articles-named realty grant is conclusive for value-giver unless person knew/had notice LLC rescinded grant. Articles may make designation exclusive; otherwise it does not displace ordinary status agency. Articles facts are statutory notice (§ 48-249-402(e)-(f)) |
No authority denial, separate statement cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution statement. LLC may amend articles under ordinary rules; reliance exception turns on knowledge/notice that grant was rescinded. Section states no special rescission record, timing, or land-record cancellation procedure (§ 48-249-402(e)-(f)) |
No general device, but narrower public realty grant exists. Review current articles/amendments, management form, named grant/restrictions/exclusivity, ordinary agency, operating agreement/resolutions, rescission notice, and transaction facts. Statute does not settle deed form, delivery, recording, title, priority, value, good faith, fraud, or knowledge disputes |
| Texas verified 2026-08-30 | Texas Business Organizations Code, tit. 3 ch. 101 plus tit. 1 chs. 3-4; ordinary domestic non-series LLC. No general public statement-of-authority device; current law uses certificate/company-agreement management structure, governing authority, officers, delegation, and § 101.254 agency |
No such LLC statement filer, Secretary of State filing, or statutory form. SOS certificate of formation states initial manager/no-manager structure and names initial managers or members, but it is not a statement of authority (§§ 3.005, 3.010) |
N/A—no public statement naming a person/position or filing a grant/limit. Governing persons are statutory agents; officers are agents when governing authority vests actual or apparent authority; company agreement, governing authority, and resolutions allocate power (§§ 3.101, 3.103(b), 101.251-.254) |
N/A—no statement-specific company identity, address, affected-statement caption, named-person/position, transaction-scope, or real-property content contract. Certificate contents and optional governance provisions serve a different filing function (§§ 3.005, 3.010) |
N/A—no statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee rule. Ordinary certificate-formation/amendment filing mechanics and fees do not create public statement-of-authority effects (BOC chs. 3-4) |
No filed-statement conclusiveness. Ordinary-course act, including an instrument, by a § 101.254(a) agent binds unless agent lacked actual authority and counterparty knew; nonordinary act binds only if authorized under title. No separate value-giving, later-statement, or filed-limitation reliance architecture (§ 101.254) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Section 101.254(b) includes mortgages and conveyances in ordinary-course acts, but execution, acknowledgment, county recording, title, priority, and notice remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement route. Later certificate, company-agreement, manager/member, officer, delegation, winding-up, and public-record changes use their own provisions |
Use current certificate for manager/no-manager structure and initial names; company agreement and §§ 3.101, 3.103, 101.251-.254 for governing authority, officer power, and outsider agency. None certifies actual/apparent authority, title, value, good faith, knowledge, priority, or protected reliance in a particular deal |
| Utah verified 2026-10-02 | Utah Revised LLC Act §§ 16-20-301–303 provides a general Division-filed statement of authority, recodified effective Oct. 1, 2026 (2026 S.B. 40) |
LLC delivers original, amendment, cancellation, or postdissolution statement to Division; named individual grantee may deliver denial; certified copies go to real-property recording office for stated realty effects (§§ 16-20-302–303) |
May grant or limit everyone holding a company-related position or one specific person, separately for LLC realty-transfer instruments and other transactions or otherwise acting for/binding LLC (§ 16-20-302(1)) |
Original states LLC name and registered-agent street/mailing addresses plus grant/limit; amendment/cancellation states same, affected statement effective date, and change or cancellation; denial identifies LLC and affected caption (§§ 16-20-302(1)–(2), -303) |
Company-authorized individual or agent signs company filing; named grantee may file denial. Effective on Division filing or delayed up to 90 days. Division published statement-of-authority fee $15 (available Oct. 2, 2026) (§§ 16-1a-202, -204, -208; 16-20-303) |
Only power to bind nonmembers affected. Non-realty grant conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation; limitation alone ordinarily is not notice (§ 16-20-302(3)–(5)) |
Recorded certified realty grant conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation deemed known to all (§ 16-20-302(6)–(7)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Automatic cancellation five years after original/latest amendment unless earlier canceled (§§ 16-20-302(2),(8)–(11), -303) |
Device exists; member status alone creates no agency (§ 16-20-301). Statement governs power to bind nonmembers under the specified reliance/notice rules, not a complete title, knowledge, or actual-authority opinion. |
| Vermont verified 2026-08-30 | Vermont LLC Act, 11 V.S.A. ch. 25; ordinary domestic LLC. No general public statement-of-authority device: current outsider-relations Subchapter 3 contains only §§ 4041-4042; public articles and § 4054 management authority govern instead |
No authority-statement filer, Secretary-of-State filing, named-grantee denial, statutory authority-statement form, or certified-copy land-record route. LLC separately files articles/amendments and may file dissolution statement |
N/A—no public person/position grant/limit statement. Articles may include owner/officer/principal identity and lawful governance terms; operating agreement selects manager management and § 4054 allocates internal management authority |
N/A—no authority-statement company identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately state LLC/designated-office/agent/organizer/no-member/L3C data and may include principal or other lawful matters (§ 4023) |
N/A—no statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments and other authorized records use separate signer, filing, perjury, correction, delay, and fee rules (§§ 4024-4027) |
No filed-grant conclusiveness, value-reliance, or filed-limitation notice rule. Member status alone creates no agency. Articles can prevail over conflicting agreement for nonmembers/transferees who relied to detriment; actual/delegated outsider authority remains fact-specific (§§ 4023(c), 4041, 4054) |
No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Sections 4031-4032 identify LLC property but do not create public signer/reliance effects; deed execution, acknowledgment, recording, title, notice, and priority remain separate |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution authority statement. LLC may separately amend articles and file dissolution statement; winding-up actors may transfer company property (§§ 4024, 4103) |
Use current articles for public governance/identity terms and qualifying outsider reliance; operating agreement and § 4054 for member/manager management; and other agency law/company records for transaction authority. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Virginia verified 2026-08-30 | Virginia LLC Act, Va. Code tit. 13.1, ch. 12; ordinary domestic LLC. No general statement-of-authority device. Articles-based management/limit plus direct realty-instrument rule: proper member/manager instrument is conclusive for value-giver without knowledge unless articles limit authority (§§ 13.1-1011, -1021.1) |
No authority-statement filer/form. Articles/amendments go to State Corporation Commission; organizer signs original, and manager/other delegated manager, fallback member, organizer, or court fiduciary signs other company record as applicable. Mandatory SCC form controls when prescribed (§§ 13.1-1003, -1004, -1010, -1014) |
No public record naming a specific person/position grant or limit. Articles may contain operating-agreement matter, specify manager management, and limit member/manager authority. Private governing documents may allocate/delegate management, but § 13.1-1021.1's public effects attach to member/manager status and articles (§§ 13.1-1011(B), -1021.1, -1022, -1024) |
No statement contents. Articles state LLC name, initial registered-office street/postal address, locality, registered agent/qualification, and principal-office street/postal address; may add operating-agreement matter, including management/authority provisions. Amendment states LLC name, amendment text/adoption date, and approval route (§§ 13.1-1011, -1014) |
No statement rule. Articles filing is signed with name/capacity and delivered to SCC; electronic filing permitted. SCC certificate effective when issued or stated delay capped at 15th day; articles $100 and amendment $25. These are ordinary articles rules, not authority-statement mechanics (§§ 13.1-1003 to -1005) |
No filed-statement conclusiveness. Ordinary-course member act binds member-managed LLC unless no authority and counterparty knew/had notice. Articles-specified manager management removes member status agency and gives parallel manager rule; nonordinary act needs statutory company authorization (§ 13.1-1021.1(A)-(B)) |
No certified authority-statement copy or deemed-knowledge record. Unless articles limit authority, any member of member-managed LLC or manager of manager-managed LLC may sign/deliver instrument transferring/affecting LLC realty; instrument is conclusive for value-giver without knowledge of signer's lack of authority (§ 13.1-1021.1(C)) |
Articles may add/change permitted provision or delete nonrequired one; amendment states text, adoption date, and approval route. No authority denial, separate statement cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Ordinary articles/dissolution records remain separate (§§ 13.1-1014, -1021.1; complete ch. 12) |
No general device. Review current SCC articles/amendments for manager management and authority limits, operating agreement and approvals for internal authority, instrument and transaction facts, and knowledge/notice. Section 13.1-1021.1 does not decide deed form, acknowledgment, delivery dispute, fraud, recording office, title, priority, value, good faith, or reliance facts in a particular deal |
| Washington verified 2026-08-30 | Washington LLC Act, ch. 25.15 RCW; ordinary domestic LLC. No general statement-of-authority or comparable realty device. Current Act uses agreement-selected management form and status-based ordinary-course agency (§§ 25.15.006, .151, .154; complete ch. 25.15) |
N/A—no authority-statement filer, Secretary of State record, or form. Ordinary formation/amendment certificates go to Secretary of State under chs. 25.15 and 23.95; original signed by forming person(s), amendment by manager or member when member-managed (§§ 25.15.071, .076, .086) |
N/A—no public named-person/position grant or limit. Status supplies agency for ordinary-course matters: members in member-managed LLC; managers in manager-managed LLC. Agreement may appoint collective manager and private delegation may reach other persons (§§ 25.15.006(9), .151-.157) |
N/A—no statement identity, address, caption, affected-record, authority-language, or property-description contract. Formation certificate states LLC name, registered agent/address, principal office, optional dissolution date, any member-chosen matters, and each executor's name/address (§ 25.15.071) |
N/A—no authority-statement signer, delivery, effective-time, acceptance, or fee rule. Ordinary certificate/amendment execution and effective date follow §§ 25.15.071, .076, .086 and ch. 23.95; those filings do not acquire missing authority-statement effects |
No filed-statement grant conclusiveness or limitation-notice rule. Member-managed: each member is LLC agent and can bind for ordinary-course matters. Manager-managed: each manager has that agency; member acting only as member and participant acting only on collective manager are not agents (§§ 25.15.151, .154) |
No LLC-statement certified-copy recording, grant conclusiveness, or deemed-knowledge limitation rule in Chapter 25.15. Status-based ordinary-course agency may include an instrument under other law, but deed execution, acknowledgment, delivery, recording, title, notice, value, and priority remain separate |
N/A—no statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution statement. Formation certificate may be amended at any time for proper purpose and must be corrected when materially false; this is not an authority-statement lifecycle (§ 25.15.076) |
Use current LLC agreement for management form/private delegation, current member/manager status, §§ 25.15.151-.157 for statutory agency, and transaction/land records under separate law. Formation or report filing does not certify actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or reliance in a particular deal |
| West Virginia verified 2026-08-30 | West Virginia Uniform LLC Act, W. Va. Code ch. 31B; ordinary domestic LLC. No separate general statement-of-authority device; public articles identify instrument-authorized members/initial managers and can affect outsider reliance, while § 31B-3-301 supplies agency and realty-instrument rules |
No separate authority-statement filer, Secretary-of-State form, or named grantee denial. LLC separately files articles and amendments with Secretary of State under Article 2 (§§ 31B-2-202 to -206) |
No stand-alone person/position grant/limit statement. Articles name each member with authority to execute instruments and each initial manager and may contain lawful additional matters; agency otherwise follows member/manager status and transaction scope (§§ 31B-2-203, 31B-3-301) |
N/A—no authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately contain LLC identity, office/agent data, authorized-member and initial-manager names/addresses, management form, term, liability, and purpose (§ 31B-2-203) |
N/A—no authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments use manager/member or other listed signer, SOS-permitted medium, filing-time or ≤90-day delayed effect, and their own fees (§§ 31B-2-204 to -206) |
No filed-grant conclusiveness. Articles prevail over conflicting operating agreement for nonmembers/transferees who reasonably rely to detriment. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew or had notice; outside-course act needs authorization (§§ 31B-2-203(c), 31B-3-301(a)-(b)) |
No LLC-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member of member-managed or manager of manager-managed LLC may sign/deliver realty instrument; instrument is conclusive for value-giving person without knowledge of signer’s lack of authority (§ 31B-3-301(c)) |
N/A—no statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Articles may be amended/restated anytime; separate postdissolution acts bind when appropriate to winding up or when pre-dissolution rule would bind and counterparty lacks dissolution notice (§§ 31B-2-204, 31B-8-804) |
Use current articles for instrument-authorized member and initial-manager disclosures/reliance, operating agreement for internal allocation, and § 31B-3-301 for member/manager agency and realty instruments. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
| Wisconsin verified 2026-08-30 | Wis. Stat. ch. 183, Uniform Limited Liability Company Law; ordinary domestic LLC. General Department-filed statement may grant or limit authority for real-property instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 183.0103(2m), 183.0302-.0303) |
LLC delivers original, amendment, cancellation, or renewal to Department of Financial Institutions; a specific person named in a filed grant may deliver a denial. Certified copies go to the register of deeds only for the realty overlay (§§ 183.0302(1)-(2m), (6)-(7), .0303) |
May grant or limit all holders of a company position or one specific person, separately for signing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding the LLC (§ 183.0302(1)(c)) |
Original: LLC name, registered-office Wisconsin street address, registered-agent name/e-mail, and chosen grant/limit. Amendment/cancellation: same identity/agent data, affected statement effective date, and amendment text or cancellation declaration. Denial: LLC name, affected statement caption, and denial (§§ 183.0302(1)-(2), .0303) |
Delivered to DFI under ch. 183 filing rules; § 183.0302 does not add acknowledgment/notarization. Section 183.0122 does not enumerate an authority-statement amount and instead permits a department-set fee for an unlisted filing; current DFI fee schedule should be checked at filing (§§ 183.0122(1), .0302) |
Statement affects only power to bind LLC to nonmembers. Effective non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or a later-effective limiting statement applies. Limitation alone is not evidence of knowledge/notice, subject to stated exceptions (§ 183.0302(3)-(5)) |
Effective realty grant becomes conclusive for value-giver relying without contrary knowledge when certified copy is recorded with register of deeds where property lies, subject to recorded cancellation/restrictive amendment or later recorded limitation. Recorded limitation makes all persons deemed to know it (§ 183.0302(6)-(7)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Renewal filed in 3 months before cancellation starts new 5-year period. Otherwise cancels 5 years after statement/latest amendment/renewal. Dissolution/termination cancels or limits for realty rules; postdissolution statement allowed (§§ 183.0302(2)-(2m), (8)-(11), .0303) |
Device exists. Filed statement concerns power to bind outsiders, not complete proof of actual/apparent authority, deed validity, recording priority, value, good faith, knowledge, or reliance. Section 183.0103(2m)'s filed-record notice rule and § 183.0302(4)'s limitation-evidence rule must both be applied with their stated exceptions |
| Wyoming verified 2026-08-30 | Wyoming LLC Act, W.S. §§ 17-29-101 to -1104; ordinary domestic LLC. General SOS statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 17-29-301 to -303) |
LLC delivers original, amendment, cancellation, or postdissolution authority statement to Secretary of State; named grantee may deliver denial. Certified copies go to office recording transfers of affected realty (§§ 17-29-302 to -303) |
May grant or limit all persons holding an LLC-related position or one specific person, separately for executing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 17-29-302(a)) |
Original: LLC name, designated-office street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement caption/effective date, and change/cancellation. Denial: LLC name, affected caption, and denial (§§ 17-29-302(a)-(b), 17-29-303) |
Company-authorized person signs company record; named person signs denial; agent may sign. Purpose caption, SOS-permitted medium, delivery, and fees; filing time or delayed date/time ≤90 days. Current LLC any-other-filing fee is $60 (§§ 17-29-203, -205, 17-16-123; SOS fee schedule) |
Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 17-29-302(c)-(e)) |
Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know (§ 17-29-302(f)-(g)) |
LLC may amend/cancel; named grantee may deny, operating as restrictive amendment. Dissolution/termination changes realty effects; labeled postdissolution statement allowed. Statement cancels 5 years after original/latest amendment unless earlier canceled, without land-record action (§§ 17-29-302(b), (h), (j)-(m), 17-29-303) |
Device exists; articles statement is not effective as authority statement and membership alone creates no agency (§§ 17-29-201(d), -301). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
Have a specific situation?
A 50-state comparison shows the landscape. Ask your exact question and see what your state's law says for your facts, with citations.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace