LLC Statement-of-Authority and Third-Party Reliance Requirements in Alabama
At a glance
| Governing law, public authority device, and scope | 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 |
|---|---|
| Eligible filer, public filing office, and form | 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) |
| Person or position, grant or limit, and transaction scope | 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) |
| Company identity, addresses, caption, and required contents | 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)) |
| Signer, delivery, effective time, fee, and acceptance | 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 |
| Non-realty reliance, knowledge, and outsider effect | 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) |
| Realty certified copy, recording, and constructive notice | 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 |
| Amendment, denial, cancellation, expiration, and dissolution | 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 |
| No-device states, agency alternatives, and title boundaries | 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 |
Requirements one by one
Alabama uses agreement and statutory authority, not a public statement
The current third-party article consists of member-liability § 10A-5A-3.01 and power-to-bind § 10A-5A-3.02. The latter begins: “No person shall have the power to bind the limited liability company” except to the extent authority comes from the LLC agreement, the listed statutory provisions, or other law. The current article contains no follow-on statement of authority, denial, certified-copy realty record, or expiration provision.
Under § 10A-5A-4.07, the LLC agreement may put direction and oversight in members, one or more managers, or another governance structure. Without an agreement choice, members direct and oversee the LLC; a majority decides an ordinary-course matter, while all members must consent to an act outside the ordinary course.
The public certificate has a deliberately limited notice effect. Section 10A-5A-2.01 permits members to include optional matters, but filing gives notice only of the required name, registered-office, registered-agent, member- existence, and applicable series facts. It “is not notice of any other fact.” Optional authority language therefore does not become the missing public authority statement merely because it appears in the certificate.
What trips people up
- Member status alone is not the statutory answer. Section 10A-5A-3.02 requires authority from the agreement, an incorporated statute, or other law.
- Optional certificate language is not public notice of authority. Section 10A-5A-2.01(c) limits notice to facts the certificate must state.
- Governance and agency are different questions. A right to decide an LLC matter under § 10A-5A-4.07 does not itself create a public reliance filing.
- Other law remains relevant. Section 10A-5A-3.02(c) preserves authority supplied outside Chapter 5A, so the no-device answer does not decide title or transaction authority.
Common questions
Can the LLC file a statutory denial of authority?
No denial device appears in the current LLC chapter. A private objection or agreement term does not acquire public denial effects under Chapter 5A.
Who directs the LLC if the agreement is silent?
The members do under § 10A-5A-4.07. A majority decides ordinary-course matters, subject to that section's exceptions.
What consent does an outside-the-ordinary-course act require?
If the LLC agreement is silent, § 10A-5A-4.07 requires all members' consent. That decision rule remains distinct from whether a particular person has power to bind the company under § 10A-5A-3.02.
Statutes and sources
- Ala. Code § 10A-5A-2.01 — certificate contents, filing office, and the limited public-notice effect.
- Ala. Code § 10A-5A-3.01 — member liability to third parties and the first of the current third-party article's two provisions.
- Ala. Code § 10A-5A-3.02 — the exclusive agreement, statutory, and other- law sources of power to bind.
- Ala. Code § 10A-5A-4.07 — agreement-selected governance, member default, and ordinary/nonordinary decision thresholds.
All quotations are from the current official Alabama Legislature code endpoint accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Alabama law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Alabama law apply to your situation, with citations you can check.
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