LLC Statement-of-Authority and Third-Party Reliance Requirements in Mississippi
At a glance
| Governing law, public authority device, and scope | Mississippi Revised LLC Act, Miss. Code tit. 79, ch. 29; ordinary domestic LLC. No general public statement-of-authority device: current scheme uses certificate/agreement management and member, manager, and officer agency (§§ 79-29-201, -307) |
|---|---|
| Eligible filer, public filing office, and form | N/A No authority-statement filer, Secretary of State authority record, county certified-copy route, or statutory statement form. Organizer files ordinary certificate of formation, but it is not a standalone authority statement (§ 79-29-201) |
| Person or position, grant or limit, and transaction scope | N/A No public person/position grant or limitation filing. Agency follows member-managed member, manager-managed manager, or officer to extent authority is delegated in operating agreement; certificate/agreement may restrict authority (§ 79-29-307) |
| Company identity, addresses, caption, and required contents | N/A No statement identity, address, caption, named-person/position, authority language, affected record, duration, or property-description contract. Certificate instead states LLC name, registered-agent information, and any specific dissolution date and may add member-selected matters (§ 79-29-201) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Certificate filing and private delegation do not create public authority-statement effects |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness or public limitation-notice rule. Ordinary-course member/manager/officer act binds unless actor lacked authority and counterparty had actual knowledge; restriction defeats binding only for person with knowledge (§§ 79-29-105(n), -307) |
| Realty certified copy, recording, and constructive notice | No LLC-authority-statement certified-copy recording, conclusive realty grant, or deemed-knowledge limitation rule. Section 79-29-307 includes execution of any instrument in ordinary agency language, but deed, recording, title, notice, and priority remain separate |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority statement. Separate § 79-29-811 governs postdissolution binding and presumes filed dissolution certificate gives dissolution notice |
| No-device states, agency alternatives, and title boundaries | Use current certificate/operating agreement for management and restrictions, § 79-29-307 for ordinary agency, and private delegations/records for officer authority. None certifies actual/apparent authority, deed validity, title, recording, priority, good faith, value, knowledge, or reliance in a particular deal |
Requirements one by one
Mississippi uses status and delegated agency, not a public statement
The complete current Chapter 29 scheme contains management, member/manager/ officer agency, and postdissolution authority rules, but no statement-of- authority or denial filing.
Under Miss. Code § 79-29-307, a member is the statutory agent in a member- managed LLC, while a member acting only as a member is not the agent in a manager-managed LLC and each manager is. An officer is an agent only to the extent the operating agreement delegates agency authority.
An apparently ordinary-course act binds unless the actor lacked authority in the matter and the counterparty had actual knowledge of that lack. An act that violates an authority restriction does not bind a person who knows the restriction. Mississippi defines knowledge as actual knowledge rather than constructive knowledge, so these rules do not create public notice merely from a filing.
The certificate of formation under § 79-29-201 may include member-selected matters, but Chapter 29 supplies no authority-statement content, denial, certified-copy realty recording, conclusive value-giving reliance, or automatic expiration effect for an optional certificate term.
Dissolution has a separate notice rule
Under § 79-29-811, the relevant member or manager may bind after dissolution for appropriate winding-up acts, unfinished transactions, and certain transactions when the other party lacks dissolution notice. Filing the certificate of dissolution presumptively gives that notice. Other acts may bind if authorized, while known authority restrictions remain effective.
That dissolution presumption does not become a postdissolution statement of authority or a general public limitation-notice rule.
What trips people up
- The knowledge standard is actual. Chapter 29 does not turn a private authority restriction into constructive notice merely through a public file.
- Officer authority is delegated authority. Officer title alone is not the statutory source; the operating agreement supplies the extent.
- The certificate can include extra matters without becoming a uniform statement. No separate grant, denial, recording, or term machinery follows.
- Dissolution notice is narrow. The filing presumption concerns dissolution, not every authority limitation.
Common questions
May a named person file a statutory denial of authority?
No denial filing appears in the current Revised LLC Act.
Is a member automatically an agent in a manager-managed LLC?
No. A member acting solely as a member is not the agent when management is vested in managers, subject to the certificate and operating agreement.
Can an officer bind the LLC?
Only to the extent the operating agreement delegates agency authority, and subject to the ordinary-course, actual-authority, and knowledge rules in § 79-29-307.
Statutes and sources
- Miss. Code § 79-29-105(n) — actual, not constructive, knowledge.
- Miss. Code § 79-29-201 — certificate contents, optional matters, filing, and formation evidence.
- Miss. Code § 79-29-307 — member, manager, and delegated-officer agency, actual knowledge, and restrictions.
- Miss. Code § 79-29-811 — postdissolution binding, dissolution notice, authorization, and known restrictions.
The current official-code baseline and official enrolled act were accessed August 30, 2026; later exact-citation sweeps confirmed no amendment to the authority rules.
Source links
Every statute quoted above, linked, with the date we checked it.
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