LLC Statement-of-Authority and Third-Party Reliance Requirements in Arizona
At a glance
| Governing law, public authority device, and scope | 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) |
|---|---|
| Eligible filer, public filing office, and form | 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) |
| Person or position, grant or limit, and transaction scope | 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) |
| Company identity, addresses, caption, and required contents | 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)) |
| Signer, delivery, effective time, fee, and acceptance | 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) |
| Non-realty reliance, knowledge, and outsider effect | 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) |
| Realty certified copy, recording, and constructive notice | 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 |
| Amendment, denial, cancellation, expiration, and dissolution | 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 |
| No-device states, agency alternatives, and title boundaries | 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 |
Requirements one by one
Arizona uses public management articles and status-based agency
The current Title 29 index shows the entire outsider-relations article for an ordinary LLC: A.R.S. §§ 29-3301 to 29-3304 consist of the agency rule, two reserved sections, and member/manager liability. It contains no standalone authority statement, denial, amendment, certified-copy realty record, or expiration provision.
Under A.R.S. § 29-3201, the public articles state whether the LLC is member- managed or manager-managed. A member-managed company lists every member; a manager-managed company lists every manager and members at or above the statutory ownership threshold. The articles also give the LLC name, principal address, and statutory-agent information and may include other lawful matters.
That public disclosure is not itself a statement granting or limiting a named person's or position's authority. Chapter 7 supplies no statement-specific signer, caption, transaction scope, fee, effective time, denial, cancellation, or land-record effect.
Member-managed companies use member agency
Under § 29-3301(A), each member is an agent for conducting the LLC's activities and affairs in the ordinary course. The member's ordinary-course act binds unless the member actually lacks authority in the particular matter and the counterparty knows that fact.
The provision does not use a value-giving reliance formula or say that a filed limitation alone supplies knowledge. Internal authority and an outsider's knowledge therefore remain transaction-specific.
Manager-managed companies shift agency to managers
Under § 29-3301(B), each manager is the ordinary-course agent. A member is not an agent merely because of membership, although the managers or operating agreement may delegate authority to that member.
A manager's ordinary-course act binds under the same two-part exception: the manager must actually lack authority and the counterparty must know of that lack. Private delegation does not create a statutory public reliance record.
Realty remains outside an authority-statement overlay
Section 29-3301 applies to ordinary-course company activities and affairs but does not create a certified-copy authority statement, recorded limitation, deemed-knowledge rule, or conclusive grant specifically for LLC real property. Deed execution, acknowledgment, delivery, county recording, title, notice, priority, value, good faith, and knowledge require their own law and facts.
What trips people up
- Partnership statements are not LLC statements. Title 29 has partnership- authority provisions elsewhere, but the LLC chapter's outsider article does not contain them.
- The public articles disclose status, not a transactional grant. Manager and member names help identify the statutory agency track but do not certify authority for a particular deal.
- Actual lack and counterparty knowledge both matter. An internal limit alone does not satisfy § 29-3301's exception.
- A manager-managed member needs another authority source. Membership alone is insufficient, but delegated or agreement authority may exist.
- Realty gets no separate statement rule. The general agency provision does not answer deed or title questions.
Common questions
Can an Arizona LLC file the uniform statement of authority?
No. The current LLC chapter uses public management articles and statutory agency rather than a separate grant-or-limit statement.
Does every member bind a member-managed LLC?
Each member has ordinary-course agency, subject to the lack-of-authority and counterparty-knowledge exception in § 29-3301(A).
Does a member bind a manager-managed LLC solely as a member?
No. Authority must come from manager delegation, the operating agreement, or another applicable source.
Does Arizona require a certified authority statement for LLC realty?
The LLC chapter creates no such statement or special recording effect. Separate instrument, recording, and title law still applies.
Statutes and sources
- A.R.S. § 29-3201 — public articles contents, management mode, and member/ manager disclosure.
- A.R.S. § 29-3301 — member-managed and manager-managed ordinary-course agency and counterparty knowledge.
- A.R.S. Title 29 index — complete LLC outsider-relations article showing the agency, reserved, and liability sections.
All quotations are from the current official Arizona Legislature Title 29 index and linked section pages, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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