LLC Statement-of-Authority and Third-Party Reliance Requirements in District of Columbia

At a glance

Requirements one by one

The District provides a general filed authority statement

Under D.C. Code § 29-803.02(a), an LLC may deliver a statement to the Mayor. It may address everyone holding a company-related position or one specific person and may grant or limit authority to execute an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.

The original states the LLC name and principal office’s street and mailing addresses. Under § 29-802.03, a company-authorized person signs a company record and the named person signs a denial; an agent or legal representative affirms signing authority. Section 29-802.05(c) adds the individual signer’s false-statement affirmation.

Effective time and current fees come from separate rules

Section 29-102.03 makes the filing effective at filing, at a stated later time that day, or on a delayed date and time no more than ninety days later.

The current official fee table lists $220 for an authority statement and $220 for a denial. It does not separately identify the amendment or cancellation amount, so that amount should be confirmed before filing rather than inferred.

Non-realty grants and limitations use different tests

Section 29-803.02(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 § 29-803.02(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. Mayor 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 principal-office data, identifies the affected statement’s caption and effective date, and gives the change or cancellation declaration. Under § 29-803.03, 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.

§ 29-802.01(c) prevents a shortcut: an optional statement in the certificate of organization is not effective as a statement of authority. Under § 29-803.01, member status alone creates no agency.

What trips people up

• Mayor 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 remain separate.
• Automatic cancellation needs no land-record filing. The five-year rule operates without another recording under the realty subsections.
• The fee table is incomplete for this filing family. It lists original and denial fees, not a separate amendment/cancellation amount.

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 table lists $220 for the original statement and $220 for a denial. Confirm the amendment or cancellation amount separately.

Can a named person reject the filed authority?

Yes. That person may file the denial described in § 29-803.03.

How long does a D.C. authority statement last?

Generally five years from the statement or latest amendment unless it is canceled earlier.

Statutes and sources

• D.C. Code §§ 29-802.01, 29-802.03, and 29-802.05 — certificate boundary, signers, agent/legal-representative affirmation, and accuracy affirmation.
• D.C. Code §§ 29-803.01 to -803.03 — no status agency; contents, grants and limits, reliance, realty recording, amendment, cancellation, dissolution, term, and denial.
• D.C. Code § 29-102.03 — filing and delayed effectiveness.
• DLCP LLC fee table — current $220 original-statement and denial fees.

All sources were accessed August 30, 2026.