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

At a glance

Requirements one by one

The LLC may name a person or a status or position

Under Fla. Stat. § 605.0302(1), the statement may address a specific person or everyone with a specified status or position, including a member, transferee, manager, officer, or another role. It may grant or limit authority to execute an instrument transferring LLC real property or to enter other transactions, act for, or bind the company.

The original statement gives the LLC name exactly as it appears in Department records and the street and mailing addresses of its principal office. Under § 605.0102(16), “Department” means the Department of State.

Company authorization controls signing and filing

Under § 605.0203, an LLC record must be signed by a company-authorized person. A duly appointed agent, legal representative, or attorney-in-fact may sign if authorized and the record states that authority. The definition of authorized representative in § 605.0102(8) routes existing-company filing power through an authorized manager, member, agent, or officer according to management form and company authority.

Under § 605.0206, the caption describes the record's purpose and any Department-prescribed mandatory medium or form must be used. Section 605.0213(11) supplies the $25 other-LLC-document filing fee.

Effective time follows the general filing rule

Under § 605.0207, the default is the Department's acceptance date and time. The record may specify an effective time or a delayed effective date and time; the delayed date cannot operate later than the 90th day after filing.

Non-realty reliance is conclusive only under stated conditions

Section 605.0302 makes the statement affect only a person's power to bind the LLC to nonmembers. A non-real-property grant is conclusive for a person who gives value in reliance unless that person knows the contrary, the statement was canceled or restrictively amended, or a later-effective limitation exists.

A filed limitation alone is not evidence of knowledge or notice except through the statute's separate realty rules. Filing a limitation and recording a certified realty copy therefore cannot be treated as interchangeable acts.

Realty grants and limitations require a certified recorded copy

For an authority grant to transfer LLC real property, conclusiveness requires recording a certified copy in the office for recording transfers of that property, value-giving reliance, and no contrary knowledge. A recorded certified copy of a cancellation, restrictive amendment, or later limitation can defeat the earlier grant under the stated timing rules.

A certified recorded copy of an effective realty limitation has a different effect: all persons are deemed to know the limitation. The statute identifies the recording-office function but this page does not choose a county, validate a legal description, or decide title or priority.

Amendment, denial, cancellation, and dissolution use separate records

An amendment or cancellation repeats the LLC name and principal-office addresses, gives the affected statement's effective date, and states the change or cancellation. Under § 605.0303, a person named in a filed grant may file a signed denial identifying the LLC and affected statement caption; the denial acts as a restrictive amendment and may be recorded by certified copy for the realty rule.

The statement cancels automatically five years after it or its most recent amendment became effective. Effective dissolution or termination articles cancel it for the realty provisions and limit authority, while the statute permits a labeled postdissolution statement. A filed dissociation or resignation statement terminates the filer's authority.

What trips people up

• A limitation filing alone is not general notice. The certified-copy realty recording rule is the important exception.
• Non-realty and realty reliance have different triggers. Realty adds certified-copy recording and its own later-record rules.
• A denial comes from the named grantee. The LLC's amendment or cancellation is a different filing route.
• The five-year period runs from the most recent amendment. Earlier cancellation can end the statement sooner.
• Department filing and land recording are separate. A change may need the statute's corresponding certified copy in the real-property records to affect the realty reliance analysis.

Common questions

May the statement cover a position instead of one person?

Yes. It may cover everyone holding a specified status or position or identify a specific person.

Does a filed limitation automatically notify every counterparty?

No. A limitation alone is not evidence of knowledge or notice under the general rule. A certified recorded copy of an effective realty limitation makes all persons deemed to know it.

How long does the statement last?

Unless canceled earlier, it cancels by operation of law five years after the statement or its most recent amendment became effective.

Can the named person reject the grant?

Yes. The named grantee may file a signed statement of denial with the required LLC name and affected-statement caption.

Statutes and sources

• Fla. Stat. §§ 605.0102, .0203, .0206-.0207, and .0213 — Department, authorized representative, signer, filing, effective time, and fee rules. Official current Chapter 605 (accessed August 30, 2026).
• Fla. Stat. §§ 605.0302-.0303 — statement contents, outsider effect, non-realty and realty reliance, constructive notice, amendment, cancellation, denial, expiration, and dissolution. Official current Chapter 605 (accessed August 30, 2026).