LLC Statement-of-Authority and Third-Party Reliance Requirements in Delaware
At a glance
| Governing law, public authority device, and scope | Delaware LLC Act, 6 Del. C. ch. 18; ordinary domestic LLC. No general public statement-of-authority device; minimal certificate, LLC agreement, § 18-402 member/manager binding authority, and § 18-407 delegation govern instead |
|---|---|
| Eligible filer, public filing office, and form | No authority-statement filer, Secretary-of-State filing, named-grantee denial, statutory form, or certified-copy land-record route. LLC separately files certificate of formation/amendments under Subchapter II |
| Person or position, grant or limit, and transaction scope | N/A No public person/position grant/limit statement. LLC agreement may install manager management and allocate power; each member and manager otherwise has default binding authority, and either may delegate management/control powers to persons or committees (§§ 18-402, -407) |
| Company identity, addresses, caption, and required contents | N/A No authority-statement company identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Certificate separately requires LLC name, registered-office address, registered-agent name/address, and any optional member-chosen matters (§ 18-201(a)) |
| Signer, delivery, effective time, fee, and acceptance | N/A No statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Ordinary certificate filings use authorized-person/agent execution, perjury affirmation, filing, delay, and fee rules (§§ 18-201 to -206, -1105) |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness, value-reliance, or filed-limitation notice rule. Unless LLC agreement provides otherwise, each member and manager has authority to bind; agreement and delegated authority control the actual scope (§§ 18-402, -407) |
| Realty certified copy, recording, and constructive notice | No LLC-statement certified-copy recording, conclusive realty grant, or deemed-knowledge rule. Chapter 18’s general agreement, member/manager authority, and delegation provisions do not decide deed execution, acknowledgment, land recording, title, notice, or priority |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Certificate, agreement, appointment, delegation, dissolution, and public-record changes use their own provisions |
| No-device states, agency alternatives, and title boundaries | Use current certificate for entity/agent identity; LLC agreement for management and authority allocation; § 18-402 for default member/manager binding power; and § 18-407 for delegation. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
Requirements one by one
Delaware has no general public authority statement
The complete current Chapter 18 contains no filing comparable to a uniform-act statement of authority. An LLC therefore has no statutory authority-statement filer, named-person or position grant or limit, denial, statement-specific fee or effective time, value-reliance presumption, certified-copy realty overlay, or automatic expiration rule.
The public certificate is deliberately narrow. Under 6 Del. C. § 18-201, it states the LLC name, registered-office address, and registered-agent name and address, plus any other matters the members choose. It does not acquire the missing statement-of-authority reliance, notice, denial, or lifecycle effects.
The LLC agreement and statute allocate binding power
Under § 18-402, members manage by the stated profit-interest default unless the LLC agreement provides for manager management. Unless the agreement says otherwise, each member and manager has authority to bind the LLC.
That default is broad but is not a filed-grant protection. The agreement can change it, and Chapter 18 supplies no special value-giving outsider test, knowledge exception, later-statement priority rule, or constructive notice from an authority filing.
Delegation may reach people outside the member-manager roster
Under § 18-407, a member or manager may delegate any or all management and control rights, powers, and duties to one or more people unless the LLC agreement provides otherwise. Delegation may reach agents, officers, employees, committees, or other persons through a management agreement or otherwise.
The delegation does not make the recipient a member or manager and does not create a public statement. Its effect depends on the agreement, delegation, transaction, and other applicable agency law.
Realty has no separate authority-statement overlay
Chapter 18 does not add a certified-copy authority-statement recording, conclusive realty grant, or deemed-knowledge limitation. The agreement, statutory binding default, delegation, transaction instruments, and separate deed and recording law must be examined. This page does not decide execution, acknowledgment, title, value, notice, good faith, fraud, or priority.
Ordinary certificates that Chapter 18 actually requires are signed under § 18-204 by authorized persons or permitted agents, with a perjury-backed affirmation. Those filing mechanics do not create the missing optional authority statement.
What trips people up
- The minimal certificate is not an authority record. Optional matters do not acquire a statutory statement-of-authority reliance system.
- Members and managers share a broad default. Each can bind unless the LLC agreement provides otherwise.
- Delegation does not change status. A delegate does not become a member or manager merely by receiving management powers.
- Contractual authority is not title certification. The agreement and delegation do not by themselves settle deed formalities or recording priority.
Common questions
Can a Delaware LLC file the uniform-act authority statement?
No. Current Chapter 18 uses its certificate, LLC agreement, statutory binding default, and delegation rules instead.
Does the public certificate identify managers or authorized signers?
Not as a statutory minimum. It ordinarily states only the LLC and registered- agent information, although members may include other lawful matters.
Can the LLC agreement restrict a member’s or manager’s authority?
Yes. Section 18-402’s binding rule expressly applies unless the LLC agreement provides otherwise.
Can authority be delegated to an officer, employee, or committee?
Yes, subject to the LLC agreement. Section 18-407 permits delegation to those and other persons without making the recipient a member or manager.
Statutes and sources
- 6 Del. C. §§ 18-201 and 18-204 — minimal public certificate, authorized signers, agents, and perjury affirmation.
- 6 Del. C. § 18-402 — member/manager management and default binding power.
- 6 Del. C. § 18-407 — delegation scope, recipients, irrevocability, and status boundary.
All quotations are from the current official Delaware Code pages, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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