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

At a glance

Requirements one by one

The statement identifies a person, not a position category

Under 805 ILCS 180/13-15(a), the statement may grant or limit the authority of a member, manager, or other person to execute an instrument transferring LLC real property or to enter other transactions, act for, or bind the company. The current text does not create the status-or-position-wide route used by Florida.

The statement gives the LLC name and principal-place-of-business address.

Company authorization controls signing and fees

The LLC executes the statement under § 5-45. A company-authorized person signs, states name and capacity, and affirms the facts and signing authority under perjury penalties. A filed signing authorization or power of attorney must be written and sworn, verified, or acknowledged. Secretary of State forms for non-report records are available on request but are not mandatory unless the Act specifically says otherwise.

Under § 50-10(b)(19)-(20), filing, amending, or canceling an authority statement costs $50; the corresponding denial filing costs $10. A certified copy costs $25 under paragraph (22).

Non-realty reliance has a simple knowledge exception

A non-real-property grant is conclusive for a person who is not a member and gives value in reliance, except to the extent the person has knowledge to the contrary. Unlike several uniform-act versions, subsection (d) does not separately list cancellation, a restrictive amendment, or a later-effective limitation as exceptions; those records may still matter to the person's knowledge.

A limitation on member or manager authority alone is not evidence of knowledge or notice outside the separate realty rules.

Realty requires a certified recorded copy

A certified recorded copy of a realty authority grant is conclusive for a nonmember who gives value in reliance without contrary knowledge. A certified recorded realty limitation makes all nonmembers deemed to know it.

The statute identifies the office for recording transfers of the property but does not make this page a title or recording-location opinion.

Articles yield to the filed statement for outsider reliance

Articles authority or limitation language does not bind a nonmember or nonmanager until that person receives actual notice in a record from the LLC. If the articles conflict with a filed statement of authority, the statement is effective and an outsider may rely on its terms despite the articles.

Amendment, denial, and expiration are state-specific

An amendment or cancellation repeats the LLC name and principal-place address, gives the affected statement's effective date, and states the amendment or cancellation. Under § 13-20, a named grantee may file a denial identifying the LLC and affected-statement caption. It acts as a restrictive amendment and becomes a recorded limitation only where the prior authority statement was recorded under the realty rule.

Illinois supplies no automatic default term. Unless canceled earlier, the statement expires on the date, if any, specified in it. Section 13-15 states no automatic dissolution/termination cancellation or labeled postdissolution replacement route.

What trips people up

• The current statute names people, not positions. Do not import the broader status-or-position wording used elsewhere.
• There is no automatic five-year term. The statement must specify an expiration date if one is desired under subsection (g).
• Articles do not win a conflict. The filed authority statement controls for outsider reliance.
• A denial's recording effect depends on the prior record. It must connect to the earlier recorded authority statement.
• Department filing and land recording are separate. The certified-copy realty step creates the stated recording effects.

Common questions

May the statement cover an office or position generally?

The current text authorizes a statement about a member, manager, or other person. It does not state a separate position-wide route.

Does a filed limitation notify every counterparty?

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

How long does the statement last?

Unless canceled earlier, it expires on the date, if any, written in the statement. The Act supplies no automatic default term.

Can the named person reject the grant?

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

Statutes and sources

• 805 ILCS 180/5-45 and 50-10(b)(19)-(20), (22) — forms, signer, verification, signing authorization, and authority/denial/certified-copy fees. Official § 5-45 and § 50-10 (accessed August 30, 2026).
• 805 ILCS 180/13-15 and 13-20 — statement contents and effects, reliance, realty recording, articles priority, amendment, cancellation, denial, and optional expiration. Official § 13-15 and § 13-20 (accessed August 30, 2026).