LLC Statement-of-Authority and Third-Party Reliance Requirements in Kentucky
At a glance
| Governing law, public authority device, and scope | Kentucky LLC Act, KRS ch. 275; ordinary domestic LLC. No general public statement-of-authority device: current chapter index uses articles, member/manager agency, evidentiary statements, imputed notice, and postdissolution acts instead (§§ 275.025, .135-.145, .305) |
|---|---|
| Eligible filer, public filing office, and form | N/A No authority-statement filer, Secretary of State authority record, land-record certified-copy route, or statutory form. Organizers file ordinary articles, but articles are not a standalone statement of authority (§ 275.025) |
| Person or position, grant or limit, and transaction scope | N/A No public person/position grant or limitation filing. Statutory agency follows member-managed member or manager-managed manager status; nonusual acts require operating-agreement authorization and restrictions affect persons with knowledge (§ 275.135) |
| Company identity, addresses, caption, and required contents | N/A No statement identity, address, caption, authority language, duration, or property-description contract. Articles instead state name, office/agent, principal-office mailing address, and management form and may add lawful agreement matters (§ 275.025(1), (4)) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles filing mechanics do not create missing authority-statement effects |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness or public limitation-notice rule. Usual-way member/manager act binds unless actor lacked authority and counterparty knew or was notified; nonusual act needs agreement authorization; restriction defeats binding only for person with knowledge (§ 275.135) |
| Realty certified copy, recording, and constructive notice | No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. Section 275.135 includes execution of any instrument in ordinary agency language but supplies no separate land-record effect; deed, recording, title, notice, and priority remain separate |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, fixed expiration, renewal, or postdissolution authority statement. Filed dissolution articles, decree, or certificate presumptively gives dissolution notice; authorized wind-up/unfinished acts may bind under separate § 275.305 |
| No-device states, agency alternatives, and title boundaries | Use current articles for management form, operating agreement and private authority records, § 275.135 for agency/restrictions, and §§ 275.140-.145 for evidentiary/imputed-notice rules. None certifies authority, deed validity, title, priority, value, good faith, knowledge, or protected reliance in a particular deal |
Requirements one by one
Kentucky uses articles and agency, not a public authority statement
The complete current KRS Chapter 275 index contains articles, member/manager agency, evidentiary statements, imputed notice, and postdissolution binding sections, but no statement-of-authority or denial filing.
Under KRS § 275.025, the articles state whether managers or members manage the LLC. They may add any lawful matter permitted in an operating agreement, but filing gives public notice only of LLC status and the facts the statute requires the articles to contain. Optional authority language therefore does not acquire the missing authority-statement notice effect merely because it is placed in the articles.
Section 275.135 supplies the outsider rule. A member in the default structure or a manager in a manager-managed LLC is the statutory agent for apparently usual-way business. The act binds unless the actor lacked authority and the counterparty knew or had received notification of that fact. An apparently nonusual act requires operating-agreement authorization, and an act violating an authority restriction does not bind a person who knows the restriction.
“Effect of statements” is an evidence rule, not a filing device
KRS § 275.140 makes an authorized member's admission, statement, or representation evidence against the LLC. In a manager-managed LLC, that rule applies to the manager, while a member acting only as a member does not create that evidentiary effect. Nothing in the section creates a Secretary-of-State record, names a grantee, grants or limits transaction authority, or protects a value-giving person conclusively.
KRS § 275.145 works in the other direction: it determines when notice to or knowledge of a member or manager operates as notice to or knowledge of the LLC. It is not constructive notice to outsiders from a public authority filing.
Dissolution notice is a separate boundary
Under § 275.305, an authorized wind-up actor may bind the dissolved LLC for appropriate winding-up acts, unfinished transactions, and certain other acts when the other party lacks dissolution notice. Filed dissolution articles, a dissolution decree, or a dissolution certificate presumptively gives that notice. This dissolution rule does not create a postdissolution statement of authority.
What trips people up
- Section 275.140's title can mislead. Its “statement” is an admission or representation used as evidence, not a public authority record.
- Optional articles terms are not among the publicly noticed facts. Section 275.025 limits notice to required articles information.
- Knowledge and notification matter to usual-way agency. A status-based act does not bind under § 275.135 when the actor lacks authority and the counterparty has the specified knowledge or notification.
- Dissolution notice is narrow. The filing presumption in § 275.305 concerns dissolution, not every authority limitation.
Common questions
May the LLC file a statutory denial of authority?
No denial filing appears in the current Chapter 275 scheme.
Is a member automatically an agent in a manager-managed LLC?
No. If the articles vest management in managers, membership alone does not make the member an agent; every manager is the status-based agent under § 275.135.
What about an act outside the usual way of business?
It does not bind unless authorized in accordance with the operating agreement, whether authorization exists at the transaction time or another time.
Statutes and sources
- KRS Chapter 275 current section index — the complete current statutory scheme and absence of a public authority-statement provision.
- KRS § 275.025 — articles contents, optional matters, and filing-notice limits.
- KRS § 275.135 — member/manager agency, nonusual acts, restrictions, knowledge, and notification.
- KRS §§ 275.140-.145 — evidentiary statements and notice or knowledge imputed to the LLC.
- KRS § 275.305 — postdissolution binding acts and presumptive dissolution notice.
All quotations are from the current official Kentucky Legislative Research Commission chapter index and section PDFs accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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