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

At a glance

Requirements one by one

Michigan uses public articles, not a separate authority statement

The current Michigan LLC Act has no standalone authority statement, named- person denial, certified-copy land-record effect, or automatic expiration rule. Instead, MCL 450.4203 makes the articles the public home for management form and any other lawful provision, including a provision permitted in an operating agreement.

The required articles state the LLC name, purpose, initial registered-office street and mailing addresses, resident agent, manager management if selected, and a nonperpetual duration. They do not use the separate company-address, named-person or position, transaction-scope, grant, limitation, or affected- statement fields of a general authority-statement system.

Filing mechanics follow the ordinary articles rules

Under MCL 450.4103 and MCL 450.4104(1)-(7), organizers sign original articles. A manager signs later filings for a manager-managed LLC, a member signs for a member-managed LLC, or an authorized agent may sign; the record states the signer's name and capacity. A power of attorney need not be sworn, verified, acknowledged, or filed.

The administrator accepts a substantially conforming filing, indexes it, and opens the LLC records to reasonable public inspection. The document ordinarily becomes effective when endorsed; a stated later time cannot exceed 90 days after delivery. Under MCL 450.5101(1)(b)-(c), original articles cost $50 and an articles amendment costs $25. Those are articles fees, not statement-of- authority fees.

Management form creates the only express third-party notice

Under MCL 450.4401 and MCL 450.4402, members manage by default and are treated as managers for the agency rule. Articles may instead place management in one or more managers and may restrict or enlarge the management rights and duties of a manager or group.

Section 450.4402(4) gives that public choice a precise outsider effect: manager- management articles notify third parties that managers, not members, have the agency authority described in § 450.4406. The statute does not make every private operating-agreement restriction public notice.

Usual-business agency turns on authority and knowledge

Under MCL 450.4406, a manager is the LLC's business agent. A manager's act, including execution of an instrument in the LLC name, binds when it apparently carries on the business in the usual way unless the manager lacks authority and the counterparty either actually knows that fact or the articles or Act establishes the lack.

That is not a value-giving reliance rule or a conclusive public grant. The current articles can matter without proof of actual knowledge when they themselves establish the manager's lack of authority, while a fact supplied only by a private agreement may require the actual-knowledge branch.

Realty receives no separate statement overlay

Section 450.4406 refers to execution of any instrument but creates no certified- copy recording or deemed-knowledge rule for LLC real property. Under MCL 450.4211, an otherwise-lawful transfer of real or personal property is not invalid merely because the company lacked capacity or power, subject to the listed member, company, and attorney-general proceedings. That capacity rule is not a substitute for the separate question whether the signer had authority.

Deed execution, acknowledgment, county recording, title, notice, and priority therefore require their own law and facts; the LLC Act does not answer them through an authority statement.

Articles amendment is not statement cancellation

Under MCL 450.4601 through MCL 450.4603, articles may be amended with lawful provisions and must be amended when the management structure changes or an articles statement becomes false or erroneous. The certificate gives the LLC name, original filing date, amended text, and unanimous-member or authorized- majority approval statement.

The Act supplies no separate authority denial, restrictive amendment, cancellation, renewal, fixed expiration, dissolution cancellation, or labeled postdissolution authority statement. Ordinary articles, agency, agreement, and dissolution records must be reviewed under their own provisions.

What trips people up

• Manager management is public notice. Articles choosing managers notify outsiders that members acting only as members lack the statutory manager agency.
• The articles can do more than choose management form. A lawful provision can restrict or enlarge management rights and may establish lack of authority under § 450.4406.
• Private restrictions are different. The Act does not say that an operating agreement alone gives every outsider notice.
• Capacity is not signer authority. Section 450.4211 protects an otherwise- lawful transfer from a company-power attack; it does not prove the actor could sign.
• There is no five-year statement term. Michigan has no authority statement to expire on that schedule.

Common questions

Can a Michigan LLC file the uniform statement of authority?

No. The current LLC Act uses articles and statutory agency rather than a standalone grant-or-limit statement.

Do manager-management articles affect outsiders?

Yes. They notify third parties that managers, not members, have the statutory agency described in § 450.4406.

Must a counterparty always actually know an authority restriction?

No. The exception also applies when the articles or the Act establishes the manager's lack of authority. Otherwise, actual knowledge can be decisive.

Does § 450.4211 prove that a deed signer was authorized?

No. It addresses company capacity or power for an otherwise-lawful transfer, not the separate signer-authority, deed-form, or title questions.

Statutes and sources

• MCL 450.4103, 450.4104, 450.4203, 450.4601 through 450.4603, and 450.5101 — articles contents, signer, filing, public inspection, effective time, amendment, and fees.
• MCL 450.4401, 450.4402, and 450.4406 — member/manager structure, third-party notice, and usual-business agency.
• MCL 450.4211 — company capacity and otherwise-lawful property transfers.

All quotations are from the linked current Michigan Legislature Act 23 publication, rendered August 26, 2026 and complete through Public Act 91 of 2026; accessed August 30, 2026.