LLC Statement-of-Authority and Third-Party Reliance Requirements in Connecticut
At a glance
| Governing law, public authority device, and scope | 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)) |
|---|---|
| Eligible filer, public filing office, and form | 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) |
| Person or position, grant or limit, and transaction scope | 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)) |
| Company identity, addresses, caption, and required contents | 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)) |
| Signer, delivery, effective time, fee, and acceptance | 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) |
| Non-realty reliance, knowledge, and outsider effect | 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)) |
| Realty certified copy, recording, and constructive notice | 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 |
| Amendment, denial, cancellation, expiration, and dissolution | 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-device states, agency alternatives, and title boundaries | 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 |
Requirements one by one
Connecticut uses optional certificate terms, not a dedicated statement
The current Chapter 613a table of contents contains no statement-of-authority or denial section. Under Conn. Gen. Stat. § 34-247(c), however, the certificate of organization may include statements beyond the required company, office, agent, manager/member, e-mail, and classification information, subject to the Act's nonwaivable limits.
Section 34-243f(d) supplies the outsider consequence. If an effective filed LLC record conflicts with the operating agreement, the agreement controls for members, dissociated members, transferees, and managers, while the record controls for other persons “to the extent they reasonably rely on the record.” The statute does not prescribe a named-person or position format, a particular transaction category, or conclusive value-giving reliance for an optional authority term.
Section 34-251 separately says member status alone does not make a person an LLC agent. The filed-record conflict rule therefore cannot be read as a general status-based agency grant.
Filing does not validate the signer's authority
Under § 34-247b, an organizer signs the initial certificate and a company- authorized person signs a later company record; an agent may sign. The Secretary of the State need not verify the signature or signer's authority, and acceptance does not validate either.
The initial certificate is effective when filed under § 34-247f. Other records, including an amendment, may state a later time or a delayed effective date no more than ninety days after filing. Under § 34-243u(a)(3), (6)-(7), the fee is $120 for the certificate, amendment, or restatement.
Amendment and correction carry later public-record changes
Under § 34-247a, amendment or restatement is permitted at any time. An amendment states the LLC name and change; a restatement is designated in its heading. A member of a member-managed LLC or manager of a manager-managed LLC who knows the certificate is or became inaccurate must promptly cause an amendment or, where appropriate, file a change or correction statement.
The Act also permits generic pre-effective withdrawal and later correction of filed records. It creates no authority denial, automatic term, renewal, realty- record certified-copy effect, or postdissolution authority statement.
What trips people up
- Reasonable reliance is not conclusiveness. The filed record prevails only for the outsider and only to the extent of actual reasonable reliance.
- Optional certificate terms have no prescribed authority format. Chapter 613a does not supply the person/position, grant/limit, transaction, denial, or expiration machinery found in a uniform statement provision.
- Filing is not signer verification. Section 34-247b expressly separates ministerial acceptance from signature and authority validity.
- Member status creates no agency. Authority must come from another source, even though a filed record may matter in a conflict with the agreement.
Common questions
May the certificate identify a person or position with authority?
It may contain lawful optional statements, but Chapter 613a does not prescribe a person-or-position authority form or the scope of such a term. Its public effect depends on the record-conflict and reasonable-reliance rule.
What is the filing fee for an authority-related certificate amendment?
The statutory certificate-amendment fee is $120.
May an amendment take effect later?
Yes. Unlike the initial certificate, another filed record may delay effect for up to ninety days under § 34-247f.
Can a named person file a statutory denial?
No dedicated denial filing appears in the current Chapter 613a scheme.
Statutes and sources
- Conn. Gen. Stat. § 34-243f — filed-record/operating-agreement conflicts and outsider reasonable reliance.
- Conn. Gen. Stat. § 34-243u(a) — $120 certificate, amendment, and restatement fees.
- Conn. Gen. Stat. §§ 34-247 to -247b — certificate contents, optional statements, amendments, signers, agents, and nonverification.
- Conn. Gen. Stat. § 34-247f — filing and delayed effectiveness.
- Conn. Gen. Stat. § 34-251 — member status alone creates no agency.
All quotations are from the current official Connecticut General Statutes base chapter and 2026 supplement, accessed August 30, 2026.
Source links
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