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

At a glance

Requirements one by one

Indiana uses required-articles notice and agency, not a statement

The complete current IC 23-18-3 outsider-relations chapter has no standalone authority statement, denial, certified-copy realty effect, or expiration rule. Under Ind. Code §§ 23-18-2-4 to 23-18-2-7, the public articles state the LLC name, registered office and agent, duration, and whether managers are provided. They may include other lawful agreement matters.

Filing gives statutory notice of organization and the facts § 23-18-2-4 requires and the articles actually state. It does not turn optional authority language into a uniform grant-or-limit statement or create a value-giving reliance formula.

The agency section depends on formation date

Under § 23-18-3-1, an LLC existing by June 30, 1999 uses the legacy agency section unless a written operating agreement provides otherwise. Section 23-18-3-1.1 governs an LLC formed later. Both ordinarily make members agents; when the articles provide managers, members acting only as members are not agents and managers carry the ordinary-business agency rule.

The later-company section additionally lets the articles displace the member- agency default even outside the manager-management branch. That distinction is why the company's formation date and current articles both matter.

Usual-business instruments turn on authority and knowledge

In either formation-date track, a usual-business member or manager act, including execution of an instrument in the LLC name, binds unless the actor lacks authority in the matter and the counterparty knows that fact. An act outside the usual way binds only if a written operating agreement or unanimous members authorize it.

Under §§ 23-18-3-2 to 23-18-3-2.5, knowledge and notice can be imputed to the LLC through the acting member or manager, subject to the fraud exception. A written operating agreement may create officers, and an officer acting within apparent authority has the manager-equivalent usual-business binding effect.

Realty remains outside a separate public overlay

The agency provisions apply to execution of an instrument generally but do not create a certified authority-statement copy, land-record grant, deemed- knowledge limitation, or special realty conclusiveness rule. Deed form, acknowledgment, delivery, recording, title, notice, priority, value, good faith, and fraud require their own law and facts.

No statement lifecycle exists

Indiana permits ordinary articles amendments under § 23-18-2-5, but the Act has no named-grantee authority denial, restrictive statement amendment, standalone cancellation, fixed expiration, renewal, dissolution cancellation, or labeled postdissolution statement.

Later articles, operating-agreement, officer, manager, authorization, and dissolution changes must be evaluated through their own provisions rather than through a nonexistent statement lifecycle.

What trips people up

• Required facts and optional terms receive different treatment. Section 23-18-2-7 gives statutory notice only to required articles facts that are actually stated.
• The formation date selects the agency section. The public rule is not perfectly identical across the June 1999 line.
• Managers must appear in the articles as a management model. The articles need not name the individual managers.
• Officers can have agency without manager status. Their authority comes through the written operating agreement or a consistent delegation.
• An instrument reference does not answer title questions. Indiana adds no separate LLC authority-statement recording layer.

Common questions

Can an Indiana LLC file the uniform statement of authority?

No. The current Act uses public management-form notice and statutory agency instead of a standalone authority statement.

Do articles naming manager management notify outsiders?

Yes. Manager management is a required articles fact, and § 23-18-2-7 makes required facts stated in the filed articles notice.

Can an officer bind the LLC?

A written operating agreement may create officers, and an officer acting within apparent authority receives the manager-equivalent usual-business rule.

Does Indiana require a certified authority statement for LLC realty?

The LLC Act creates no such statement or recording effect. Separate deed and recording law still applies.

Statutes and sources

• Ind. Code §§ 23-18-2-4 through -7 — articles contents, amendments, and statutory notice of required public facts.
• Ind. Code §§ 23-18-3-1 through -2.5 — formation-date agency, manager management, instruments, counterparty knowledge, imputed notice, and officers.

All quotations are from the current official 2026 Indiana Code chapter PDFs, accessed August 30, 2026.