LLC Statement-of-Authority and Third-Party Reliance Requirements in Colorado

At a glance

Requirements one by one

Colorado's public statement is limited to real property

Colorado's general definition expressly includes a limited liability company within “person” under Colo. Rev. Stat. § 2-4-401(8). For § 38-30-172, an eligible entity is a nonindividual person capable of holding title. Its statement must identify the entity, entity type and formation jurisdiction, mailing address, and the name or position of the person authorized to execute instruments “conveying, encumbering, or otherwise affecting title to real property.”

The statement is executed on the entity's behalf and recorded with the county clerk and recorder where the property is situated. Section 38-30-172 creates no parallel Secretary-of-State statement for ordinary non-realty transactions.

Recording creates prima facie evidence, not conclusiveness

Under § 38-30-172(5), the statement may state limitations on the named person's or position-holder's authority and other matters about how the entity deals with a real-property interest. Upon recording, it is “prima facie evidence of the facts recited” insofar as they affect title and prima facie evidence that the person executing it had authority to execute and record it.

Separately, § 38-35-106(1) makes a recorded instrument affecting title notice to persons claiming an interest in the property even if the instrument is unacknowledged or defectively acknowledged. Neither provision calls the statement a conclusive grant for a person who gives value in reliance.

Later recording can change the authority evidence

Section 38-30-172(6) allows a later recorded instrument of a type listed in subsection (4) to amend or supersede an earlier authority-evidence instrument. It also makes the absence of a stated authority limitation prima facie evidence that none exists. The section does not create a denial filing, renewal window, fixed expiration period, or automatic dissolution cancellation.

Ordinary LLC agency rules govern outside the realty statement

The articles state whether management is vested in managers or members under § 7-80-204(1)(e). Section 7-80-405 then makes the manager the statutory agent in a manager-managed LLC and the member the statutory agent in a member-managed LLC for apparently ordinary-course acts. In either structure, the act does not bind when the actor lacked authority in the matter and the counterparty had notice of that lack.

Section 7-80-403 separately allows the LLC to designate officers and other agents and establish their authority. An officer or agent may receive authority for a nonordinary-course act only with all members' consent. These private and status-based rules do not turn into the general public reliance statement that Colorado's LLC article does not provide.

What trips people up

• This is a county real-property record, not a Secretary-of-State general authority filing. It does not supply a public grant for ordinary contracts.
• Prima facie is not conclusive. The statute states the statement's evidentiary effect but does not eliminate contrary authority or title facts.
• Colorado records the statement itself. It does not require a certified copy of a separately filed LLC authority statement as the triggering record.
• Silence about a limitation has an express effect. A recorded authority- evidence instrument with no stated limitation is prima facie evidence that no limitation exists.

Common questions

May the statement identify an office instead of an individual?

Yes. Section 38-30-172 permits the statement to give the authorized person's name or position.

Can the statement cover authority to sign ordinary business contracts?

Not under this provision. Its statutory scope is instruments conveying, encumbering, or otherwise affecting title to real property.

Does the statement automatically expire after five years?

No fixed term appears in § 38-30-172. A later recorded authority-evidence instrument may amend or supersede it.

Statutes and sources

• Colo. Rev. Stat. § 2-4-401(8) — “person” expressly includes an LLC.
• Colo. Rev. Stat. § 7-80-204(1)(e) — articles state member or manager management.
• Colo. Rev. Stat. § 7-80-403 — designation and authority of officers and other agents.
• Colo. Rev. Stat. § 7-80-405 — management-form agency, ordinary-course binding effect, and counterparty notice.
• Colo. Rev. Stat. § 38-30-172 — eligible entity, statement contents, recording office, prima facie effect, limitations, and later-record changes.
• Colo. Rev. Stat. § 38-35-106(1) — notice effect of a recorded instrument affecting title.

All quotations are from the current official Colorado Revised Statutes Title 2, Title 7, and Title 38 printouts published by the Office of Legislative Legal Services and accessed August 30, 2026.