LLC Statement-of-Authority and Third-Party Reliance Requirements in Arkansas
At a glance
| Governing law, public authority device, and scope | 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) |
|---|---|
| Eligible filer, public filing office, and form | 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) |
| Person or position, grant or limit, and transaction scope | 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)) |
| Company identity, addresses, caption, and required contents | 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) |
| Signer, delivery, effective time, fee, and acceptance | 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) |
| Non-realty reliance, knowledge, and outsider effect | 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)) |
| Realty certified copy, recording, and constructive notice | 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)) |
| Amendment, denial, cancellation, expiration, and dissolution | 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) |
| No-device states, agency alternatives, and title boundaries | 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 |
Requirements one by one
Arkansas provides a general filed authority statement
Under Ark. Code § 4-38-302(a)-(e), the LLC may deliver a statement to the Secretary of State. It may address everyone holding a company-related position or one specific person and may grant or limit authority to sign an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.
The original states the LLC name and registered agent's name and street and mailing addresses. Section 4-38-203 requires a company record to be signed by a company-authorized person and a denial to be signed by the named person; an agent may sign. Under §§ 4-38-206(c) and 4-38-207, the record may take effect on filing, at a later filing-day time, or on a delayed date no more than ninety days later. The current Secretary of State page lists a $25 paper fee and no online filing for the statement, amendment, cancellation, or denial.
Non-realty grants and limitations use different tests
Section 4-38-302(c)-(e) confines the statement to power to bind the LLC to nonmembers. An effective non-realty grant is conclusive for someone who gives value in reliance unless that person has contrary knowledge, the statement was already canceled or restrictively amended, or a later-effective statement limits the grant.
An effective limitation ordinarily is not by itself evidence of anyone's knowledge or notice, subject to the section's stated exceptions.
Realty effects depend on recording a certified copy
Under § 4-38-302(f)-(g), a certified copy of a realty grant must be recorded in the office for recording transfers of that property before the special conclusive reliance rule applies. A recorded certified copy of a limitation makes all persons deemed to know it.
A recorded certified cancellation, restrictive amendment, or later-effective limitation can defeat an earlier recorded grant under the subsection's stated conditions. Secretary-of-state filing and real-property recording perform different jobs.
Denial, dissolution, and five-year cancellation alter the record
An amendment or cancellation repeats the company and registered-agent data, identifies the affected statement's effective date, and gives the change or cancellation declaration. Under § 4-38-303, a person named in a filed grant may deliver a denial identifying the LLC and affected caption; the denial operates as a restrictive amendment.
A statement otherwise cancels five years after the original or latest amendment became effective, without another real-property recording. A dissolution or termination statement changes the earlier statement's realty effects, while a labeled postdissolution statement may be filed and, where appropriate, recorded.
Section 4-38-201(c) prevents a shortcut: an optional statement in the certificate of organization is not effective as a statement of authority. Under § 4-38-301, member status alone creates no agency.
What trips people up
- Secretary-of-state filing is not enough for special realty protection. A certified copy must also enter the real-property records.
- A limitation is not automatically notice in every transaction. The general rule and recorded-realty exception must be kept separate.
- Automatic cancellation needs no land-record filing. The five-year rule operates without another recording under the realty subsections.
- The certificate of organization is not a substitute. Section 4-38-201(c) expressly withholds statement-of-authority effect.
Common questions
May the statement name a position instead of an individual?
Yes. It may address all persons holding a company-related position or one specific person.
What is the filing fee?
The current paper filing fee is $25; the Secretary of State page lists no online filing for this record.
Can a named person reject the filed authority?
Yes. That person may file the denial described in § 4-38-303.
How long does an Arkansas authority statement last?
Generally five years from the statement or latest amendment unless it is canceled earlier.
Statutes and sources
- Ark. Code § 4-38-201(c) — certificate statements do not acquire authority- statement effect.
- Ark. Code §§ 4-38-203, -206, and -207 — signers, filing requirements, and delayed effectiveness.
- Ark. Code §§ 4-38-301-.302 — no status agency; contents, grants and limits, reliance, realty recording, amendment, cancellation, dissolution, and term.
- Ark. Code § 4-38-303 — denial filer and contents.
- Arkansas Secretary of State LLC forms and fees — current $25 paper fee.
All statutory quotations are from official enrolled Act 1041, verified current through later exact-citation sweeps; the fee is from the current official Secretary of State page. Sources were accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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