LLC Statement-of-Authority and Third-Party Reliance Requirements in New Hampshire

At a glance

Requirements one by one

New Hampshire has no general public authority statement

The complete current Chapter 304-C contains no filing comparable to a uniform- act statement of authority. An LLC therefore has no statutory authority- statement filer, named-person or position grant or limit, denial, statement- specific fee or effective time, value-reliance presumption, certified-copy realty overlay, or automatic expiration rule.

The public certificate performs a narrower job. Under RSA § 304-C:31, it states whether the LLC is member-managed or manager-managed and may contain other matters the members or managers choose. It does not acquire the missing conclusive-reliance, constructive-notice, denial, or expiration effects.

The operating agreement and statute allocate agency

Under § 304-C:52, every member ordinarily is an agent for a member-managed LLC’s business and internal affairs. A member’s act, including signing a legal document, binds the LLC unless the member actually lacked authority and the other person knew that fact.

If the operating agreement provides for manager management, membership alone does not create agency unless the agreement says otherwise. Each manager ordinarily is an agent, and the manager’s act binds under the same actual- authority and counterparty-knowledge test. That is a transaction-specific agency rule, not a filed-statement protection.

§ 304-C:13 defines a manager as a person named or designated as manager in the operating agreement; the public management election does not itself name the current officeholders.

Realty has no separate authority-statement overlay

Section 304-C:52 includes signing any legal document within its general member- or-manager agency rule. Chapter 304-C does not add a certified-copy authority- statement recording, conclusive realty grant, or deemed-knowledge limitation. Deed execution, acknowledgment, land recording, title, value, notice, and priority remain separate questions outside this survey.

Later public and dissolution records remain separate

Under § 304-C:35, the certificate may be restated with amendments and then supersedes the prior public certificate. That does not create a statement of authority, denial, cancellation, or fixed term.

The separate filing provisions, § 304-C:28 and § 304-C:29, supply the signer, delivery, fee-accompaniment, filing-time, and up-to-ninety-day delayed- effect rules for records the Act actually authorizes.

After dissolution, § 304-C:140 separately lets winding-up members bind the LLC for appropriate liquidation acts and certain acts that would have bound it before dissolution when the other party lacks actual notice. An operating- agreement restriction does not bind a person lacking actual knowledge. These rules do not create a postdissolution authority statement.

What trips people up

• The certificate’s management election is not an authority statement. It selects the public management form but does not conclusively protect a named grant.
• Manager status comes from the operating agreement. The certificate says manager-managed, but the agreement names or designates managers.
• The outsider standard is actual knowledge. Binding fails only when the actor lacked authority and the other person knew that fact.
• A legal-document rule is not a title rule. Section 304-C:52 does not settle execution, acknowledgment, recording, fraud, or priority.

Common questions

Can a New Hampshire LLC file the uniform-act authority statement?

No. Current Chapter 304-C uses its certificate, operating agreement, and member-or-manager agency rule instead.

Does the public certificate name every manager?

Not as a statutory minimum. It states the management form; the operating agreement designates managers.

Can a filed certificate provision create the missing reliance presumption?

Chapter 304-C permits additional certificate matters but supplies no general statement-of-authority value-reliance, denial, or expiration effect.

Does § 304-C:52 validate every deed signed by a member or manager?

No. It supplies an agency rule based on authority and counterparty knowledge. It does not decide deed formalities, title, recording, priority, or fraud.

Statutes and sources

• RSA §§ 304-C:31 and :35 — public certificate, management election, optional matters, restatement, and amendment.
• RSA § 304-C:52 — member/manager agency, legal documents, actual authority, and counterparty knowledge.
• RSA § 304-C:140 — postdissolution winding-up agency and actual-notice/ actual-knowledge boundaries.

All quotations are from the current official merged Chapter 304-C publication, accessed August 30, 2026.