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

At a glance

Requirements one by one

Georgia uses articles for a narrower realty limitation record

The current Chapter 11 does not create a standalone LLC statement of authority. Instead, O.C.G.A. § 14-11-204(b) permits lawful provisions in the articles, and § 14-11-302 gives one type of authority provision a public land-record effect: a limitation on any or all members or managers.

The device only limits authority. It does not publicly grant authority to a named person, office, or position and does not cover non-real-property transactions. It is therefore narrower than a general statement-of-authority system. Currentness is confirmed by 2026 Ga. H.B. 1268 §§ 14, 55, which reenacted the state-published 2025 statutory text and changed only § 14-3-810 within Title 14.

The Secretary of State filing is an articles filing

Under § 14-11-203(a), an organizer delivers original articles to the Secretary of State and supplies organizer, registered-office, registered-agent, and principal-business-address information in the required form. Section 14-11-204 requires the articles themselves to state the LLC name; they may also state manager management and other lawful provisions.

For an existing company, § 14-11-210 uses articles of amendment. The record states the LLC name, original filing date, amendment, and any later effective date and time. A restatement must be labeled as such. Georgia does not prescribe a separate authority-statement caption, principal-office content list, named grantee, denial, or parcel description for this mechanism.

Signing and effective time follow the ordinary articles rules

Under § 14-11-205, a member, qualifying manager, organizer of a company with no members or managers, or court-appointed fiduciary signs. The signer states name and capacity; an attorney-in-fact may sign without filing the power of attorney.

Under § 14-11-206(a), (d)-(f), an electronic name may replace a signature, and filing is effective at the endorsed time unless the record chooses a permitted same-day or delayed time. A delayed date cannot exceed 90 days after filing. A nonconforming record cured within the 30-day statutory window may retain the original delivery time. O.C.G.A. § 14-11-1101(a) sets the articles- of-amendment fee at $20.

Non-realty transactions use agency and knowledge, not filing conclusiveness

Under § 14-11-301, a member ordinarily binds a member-managed LLC through a usual-business act unless the member lacked authority and the counterparty knew. When the articles vest management in managers, members acting only as members are not agents; managers receive the parallel usual-business rule.

An act outside the usual course requires authorization under a written operating agreement. A contrary authority restriction prevents the act from binding the LLC only as to persons who know the restriction. Chapter 11 does not say that filing the articles alone creates knowledge, constructive notice, or conclusive non-realty reliance.

Certified county recording creates the special realty effect

Section 14-11-302 requires a copy of the articles certified by the Secretary of State. The copy must be filed with the superior-court clerk in the county where the Georgia LLC real property lies and recorded in the book used for statements of partnership.

Once those conditions are met, the articles' member or manager authority limits are conclusively presumed for the LLC and against its grantee or a person claiming through that grantee. The section does not create an authority grant, an all-person deemed-knowledge rule, or a conclusion about deed validity, recording priority, or title.

Amendment and dissolution do not copy the uniform-act lifecycle

Articles may be amended or restated under § 14-11-210. Under § 14-11-211(c), a correction ordinarily relates back, but it operates only from filing against a person who relied on the uncorrected document and would be adversely affected. The LLC Act supplies no separate denial, automatic five-year cancellation, renewal, or fixed expiration. Section 14-11-302 also does not say how a later articles amendment affects an older certified copy already in county records.

Under § 14-11-604(b), dissolution generally terminates authority except for winding up or completing unfinished transactions. Before a statement of commencement of winding up is filed, the LLC remains bound to a person who lacks knowledge of dissolution in a transaction that otherwise would bind it. Section 14-11-611 separately permits a former winding-up actor to sign a deed or other instrument required after the certificate of termination.

What trips people up

• The record is certified articles, not a statement of authority. The company and county filings serve different steps in the narrower mechanism.
• Only limitations receive the special effect. Section 14-11-302 does not make an articles grant conclusive.
• The county and property connection matters. The conclusive presumption is tied to LLC realty in the county where the certified copy is recorded.
• Filing alone does not resolve non-realty knowledge. Section 14-11-301's agency and knowledge conditions still require the complete facts.
• A later amendment needs separate land-record analysis. Chapter 11 does not state what an amendment does to an older recorded certified copy.

Common questions

Can a Georgia LLC file the uniform statement of authority?

Not under current Chapter 11. Georgia instead gives a county real-property effect to authority limitations placed in the articles and recorded by certified copy.

Can the articles publicly grant a person authority under § 14-11-302?

No grant receives that section's conclusive effect. Its text addresses limitations on the authority of members or managers.

Does the certified copy belong only in the Secretary of State record?

No. The special realty presumption requires filing and recording the certified copy with the superior-court clerk in the county where the property lies.

Does the recorded limitation settle whether a deed is valid?

No. The provision states a limited authority presumption against a grantee and successors; deed formalities, acknowledgment, fraud, title, notice, and priority remain separate.

Statutes and sources

• O.C.G.A. §§ 14-11-203 through 14-11-206, 14-11-210 through 14-11-211, and 14-11-1101 — articles contents, signer, filing, effective time, amendment, correction, and fee.
• O.C.G.A. §§ 14-11-301 through 14-11-302 — member/manager agency, knowledge, and the certified county real-property limitation record.
• O.C.G.A. §§ 14-11-604 and 14-11-611 — dissolution authority and posttermination instruments.

All statutory quotations are from the state-authorized public-domain O.C.G.A. Title 14 text, accessed August 30, 2026. Currency was checked against the Governor's signed 2026 H.B. 1268, which reenacts the state-published 2025 statutory text and makes no change to the relied-on Chapter 11 provisions.