LLC Statement-of-Authority and Third-Party Reliance Requirements in Iowa
At a glance
| Governing law, public authority device, and scope | Iowa Uniform LLC Act, Iowa Code ch. 489; ordinary domestic LLC. General secretary-of-state statement may grant or limit authority for realty instruments and other transactions, with separate non-realty and recorded-realty effects (§§ 489.301-.303) |
|---|---|
| Eligible filer, public filing office, and form | LLC delivers original, amendment, cancellation, or postdissolution authority statement to secretary of state; named individual grantee may deliver denial and certify LLC-copy delivery. Certified copies go to real-property recording office for stated realty effects (§§ 489.302-.303) |
| Person or position, grant or limit, and transaction scope | May grant or limit all persons holding a company-related position or one specific person, separately for signing an instrument transferring LLC realty and entering other transactions or otherwise acting for/binding LLC (§ 489.302(1)) |
| Company identity, addresses, caption, and required contents | Original: LLC name, registered-agent name and street/mailing addresses, and chosen grant/limit. Amendment/cancellation: same data, affected statement effective date, and change/cancellation. Denial: LLC name, affected caption, denial, and certification/date LLC copy was sent (§§ 489.302(1)-(2), .303) |
| Signer, delivery, effective time, fee, and acceptance | Company-authorized person signs company statement; named person signs denial; agent may sign. SOS filing defaults to filing time or may delay up to 90 days. Statement and denial fall under $5 other-document fee because neither is separately listed (§§ 489.122(1)(y), .203, .205, .207) |
| Non-realty reliance, knowledge, and outsider effect | Statement affects only power to bind LLC to nonmembers. Non-realty grant is conclusive for value-giving reliance unless contrary knowledge, prior cancellation/restrictive amendment, or later-effective limitation. Limitation alone ordinarily is not evidence of knowledge/notice (§ 489.302(3)-(5)) |
| Realty certified copy, recording, and constructive notice | Recorded certified realty grant is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Recorded certified limitation makes all persons deemed to know it (§ 489.302(6)-(7)) |
| Amendment, denial, cancellation, expiration, and dissolution | LLC may amend/cancel; named grantee may deny, operating as restrictive amendment after certifying LLC-copy delivery. Dissolution/termination changes realty effects; postdissolution statement allowed. No default fixed term: effective until amended/canceled unless statement states earlier cancellation (§§ 489.302(2), (8)-(11), .303) |
| No-device states, agency alternatives, and title boundaries | Device exists; certificate-of-organization statement is not effective as authority statement and member status alone creates no agency (§§ 489.201(3), .301). Statement does not decide complete actual/apparent authority, deed validity, priority, value, good faith, knowledge, or reliance in a particular deal |
Requirements one by one
Iowa provides a general filed authority statement
Under Iowa Code § 489.302(1)-(5), the LLC may deliver a statement to the secretary of state. It may address everyone holding a company-related position or one specific person and may grant or limit authority to sign an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.
The original states the LLC name and registered agent's name and street and mailing addresses. Section 489.203 requires a company record to be signed by a company-authorized person and a denial to be signed by the named person; an agent may sign. Under §§ 489.205(1), (3) and 489.207, the record may take effect on filing, at a later filing-day time, or on a delayed date no more than ninety days later. Because a statement or denial is not separately enumerated, the “any other document” fee in § 489.122(1)(y) is $5.
Non-realty grants and limitations use different tests
Section 489.302(3)-(5) 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 § 489.302(6)-(7), 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. Secretary-of-state filing and real-property recording perform different jobs.
Iowa has no default fixed term and adds denial-copy certification
An amendment or cancellation repeats the company and registered-agent data, identifies the affected statement's effective date, and gives the change or cancellation declaration. Under § 489.303, a person named in a filed grant may deliver a denial, but must also certify that a copy was sent to the LLC and give the date it was sent. The denial operates as a restrictive amendment.
Section 489.302(10) states no automatic five-year cancellation. The statement remains effective until amended or canceled unless it specifies an earlier cancellation date. A dissolution or termination statement changes the earlier statement's realty effects, while a labeled postdissolution statement may be filed and, if appropriate, recorded.
Section 489.201(3) prevents a shortcut: an optional statement in the certificate of organization is not effective as a statement of authority. Under § 489.301, member status alone creates no agency.
What trips people up
- There is no default five-year cutoff. Iowa keeps the statement effective until amendment, cancellation, or an earlier date specified in the statement.
- A denial requires more than filing. It must certify the LLC copy and the date that copy was sent.
- A certificate of organization is not a substitute. Section 489.201(3) expressly withholds authority-statement effect from its optional statements.
- Division filing is not enough for special realty protection. The certified copy must also enter the real-property records.
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 Chapter 489 catch-all fee for another permitted filing is $5.
How long does an Iowa authority statement last?
Until it is amended or canceled, unless the statement itself specifies an earlier cancellation date.
Can a named person reject the filed authority?
Yes, using § 489.303's denial and LLC-copy certification process.
Statutes and sources
- Iowa Code § 489.122(1)(y) — $5 catch-all filing fee.
- Iowa Code § 489.201(3) — certificate statements do not acquire authority- statement effect.
- Iowa Code §§ 489.203, .205, and .207 — signers, filing requirements, and delayed effectiveness.
- Iowa Code §§ 489.301-.302 — no status agency; contents, grants and limits, reliance, realty recording, amendment, cancellation, dissolution, and term.
- Iowa Code § 489.303 — denial contents and LLC-copy certification.
All quotations are from the current official Iowa Code 2026 Chapter 489 publication, accessed August 30, 2026.
Source links
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