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

At a glance

Requirements one by one

Nebraska provides a general filed authority statement

Under Neb. Rev. Stat. § 21-127(a), an 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 execute an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.

The original states the LLC name and the designated office’s street and mailing addresses. Under § 21-119, a company record is signed by a company- authorized person and a denial by the named person; an agent may sign. Section 21-121 requires a purpose caption, an accepted medium, delivery, and the fee, then permits filing-time effectiveness or a delayed date and time no more than ninety days later.

Section 21-192 sets the general filing fee at $30 for a written filing or $25 electronically. A certified copy costs $1 per page plus $10 for the certificate.

Non-realty grants and limitations use different tests

Section 21-127(c)-(e) 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 § 21-127(f)-(g), 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.

Denial, dissolution, and five-year cancellation alter the record

An amendment or cancellation repeats the company and designated-office data, identifies the affected statement’s caption and effective date, and gives the change or cancellation declaration. Under § 21-128, a person named in a filed grant may deliver a denial identifying the LLC and affected caption; the denial operates as a restrictive amendment.

A statement otherwise cancels five years after the original or latest amendment became effective, without another real-property recording. A dissolution or termination statement changes the earlier statement’s realty effects, while a labeled postdissolution statement may be filed and, where appropriate, recorded.

Section 21-117(c) prevents a shortcut: an optional statement in the certificate of organization is not effective as a statement of authority. Under § 21-126, member status alone creates no agency.

What trips people up

• Secretary-of-State filing is not enough for special realty protection. A certified copy must also enter the real-property records.
• A limitation is not automatically notice in every transaction. The general rule and recorded-realty exception must be kept separate.
• Automatic cancellation needs no land-record filing. The five-year rule operates without another recording under the realty subsections.
• The certificate of organization is not a substitute. Section 21-117(c) expressly withholds statement-of-authority effect.

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 statutory fee is $30 for a written filing or $25 electronically. A certified copy separately costs $1 per page plus $10 for the certificate.

Can a named person reject the filed authority?

Yes. That person may file the denial described in § 21-128.

How long does a Nebraska authority statement last?

Generally five years from the statement or latest amendment unless it is canceled earlier.

Statutes and sources

• Neb. Rev. Stat. § 21-117(c) — certificate statements do not acquire authority-statement effect.
• Neb. Rev. Stat. §§ 21-119 and 21-121 — signers, filing requirements, acceptance, and delayed effectiveness.
• Neb. Rev. Stat. §§ 21-126 to -127 — no status agency; contents, grants and limits, reliance, realty recording, amendment, cancellation, dissolution, and term.
• Neb. Rev. Stat. § 21-128 — denial filer and contents.
• Neb. Rev. Stat. § 21-192 — filing and certified-copy fees.

All quotations are from the current official Nebraska Legislature statute pages and ranges, accessed August 30, 2026.