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

At a glance

Requirements one by one

The certificate names managers and authorized signers

Massachusetts does not use the uniform statement-of-authority document. Under G.L. c. 156C, § 12, the public certificate names every manager, any other person authorized to file documents with the Secretary, and—if the LLC chooses— one or more people authorized to execute, acknowledge, deliver, and record recordable instruments affecting real property.

The certificate also states the LLC name, Massachusetts records office, resident agent and consent, optional dissolution date, and business character. G.L. c. 156C, § 18 makes the filing notice of LLC status and every fact § 12 requires, but the separate good-faith reliance effects come from §§ 66 and 67 below.

Public filing uses the ordinary certificate process

Under G.L. c. 156C, § 24, managers—or members when there is no manager—may execute documents and act for the LLC by default, and either may delegate those powers. An authorized manager, certificate-named filing person, or court fiduciary signs a filed certificate under the general Chapter 156C rules, and an agent or attorney-in-fact may sign without filing the authority. The original certificate costs $500 and ordinarily operates on filing or a later stated date.

Under § 13, the LLC must promptly correct a materially false certificate and must amend it for manager or other authorized-signatory changes. Current Secretary guidance requires an amendment to repeat current managers, filing signers, and realty signers; the amendment costs $100 and operates on filing or a later date certain.

These are certificate mechanics. Massachusetts supplies no public authority- limitation statement, denied grantee filing, or position-wide grant.

Realty instruments use the listed signer and good faith

Under § 66, a deed, lease, mortgage, discharge, assignment, easement, certificate of fact, or other recordable real-property instrument executed in the LLC name by a certificate-listed manager or realty signer binds the LLC for a person relying in good faith. That result applies despite a contrary operating agreement, member/manager side agreement, bylaw or rule, resolution, or vote.

The statute does not require a separately filed statement or certified copy of one in the land records. The instrument still must be otherwise recordable, and good faith, deed form, acknowledgment, delivery, fraud, title, and priority remain separate questions.

A listed person can certify broader authority

Under § 67, a certificate-listed manager or state-filing signer may certify the incumbency of a manager or member and the authority of any person, listed or unlisted, to act for the LLC. That certification can cover realty matters under § 66 or another company act.

The certification binds the LLC for a person relying in good faith despite the same categories of contrary internal records. The statute does not require the certification itself to be filed with the Secretary or recorded in land records, so it is distinct from both the public certificate and the transaction instrument.

The Secretary can certify the public signer list

Under § 68, any person may request a Secretary certificate for an LLC that appears to exist, has paid its fees, and has no cancellation certificate. The certificate states good standing and identifies every manager and realty signer named in the current certificate of organization.

The statute supplies no authority-record denial, restrictive amendment, automatic fixed expiration, renewal, dissolution cancellation, or labeled post- dissolution statement. Later amendments and company cancellation must be analyzed under their own certificate rules.

What trips people up

• The public certificate, authority certification, and realty instrument are three different records. Each has a distinct statutory job.
• Realty signers are optional certificate content. Managers listed in the certificate also receive § 66's instrument effect.
• Good faith replaces the uniform value-and-knowledge formula. Do not import another state's exact reliance conditions.
• Internal limits can lose to protected reliance. Sections 66 and 67 expressly override listed inconsistent internal records.
• There is no automatic fixed authority term. Current certificate changes and company status must be checked directly.

Common questions

Can the certificate name a person to sign LLC realty instruments?

Yes. The certificate may name one or more realty signers, and managers are also covered by § 66.

Can a listed person certify an unlisted person's authority?

Yes. A listed manager or state-filing signer may certify any person's authority under § 67.

Must the authority certification be filed with the Secretary?

Section 67 does not impose that filing condition. The certification is separate from the public certificate and any recordable realty instrument.

Does § 66 prove good title?

No. It binds the LLC for qualifying good-faith reliance; deed form, delivery, fraud, recording, title, and priority remain separate.

Statutes and sources

• G.L. c. 156C, §§ 12-13, 18, and 24 — certificate contents, amendments, statutory notice, management, document execution, and delegation.
• G.L. c. 156C, §§ 66-68 — binding realty instruments, authority certifications, and Secretary certification of current managers/realty signers.

All quotations are from the linked current Massachusetts General Court pages, accessed August 30, 2026.