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

At a glance

Requirements one by one

The statement may name a position or a specific person

Under N.J.S.A. § 42:2C-28(a), the LLC may state the authority or limits of everyone holding a company position or of a specific person. The statement may cover execution of an instrument transferring LLC real property or other transactions and acts for or binding the company.

The original gives the LLC name, the street and mailing addresses of its registered office, any other identifying information the filing office requires, and the grant or limitation. Under § 42:2C-2, the filing office is the Division of Revenue in the Department of the Treasury or another office designated by law.

Company authorization controls signing, filing, and fees

Under § 42:2C-20, a company-authorized person signs a record for the LLC; an agent or attorney-in-fact may sign. A person named in a grant signs that person's own denial. Under § 42:2C-24(c), an individual signer affirms the filed information's accuracy under penalty of perjury.

N.J.S.A. § 42:2C-22 requires a purpose-describing caption, a filing-office- permitted medium, delivery, and payment. The default effective date is filing, but the record may specify a delayed effective date. The current Treasury page lists separate authority, amendment/cancellation, and denial forms among records not available for direct online filing.

Under § 42:2C-93(a)(8), (14), the residual filing fee is $75 because no different statement-specific fee is prescribed, and a certified copy costs $25.

Non-realty reliance is conclusive only under stated conditions

Section 42:2C-28(c) makes the statement affect only a person's power to bind the LLC to nonmembers. A non-real-property grant is conclusive for a person who gives value in reliance unless that person knows the contrary, the statement was canceled or restrictively amended, or a later-effective statement limits the grant.

A filed limitation alone is not evidence of knowledge or notice outside the separate realty rules. Filing a limitation and recording a certified realty copy therefore do not have the same effect.

Realty grants and limits require a certified recorded copy

For a realty authority grant, conclusiveness requires recording a certified copy in the office for transfers of that property, value-giving reliance, and no contrary knowledge. A certified recorded cancellation, restrictive amendment, or later limitation can defeat the earlier grant under the statute's timing rules.

A certified recorded copy of an effective realty limitation has a different effect: all persons are deemed to know the limitation. The statute identifies the recording-office function but this page does not choose a county or decide deed validity, title, notice priority, or good faith.

Amendment, denial, and dissolution use separate records

An amendment or cancellation repeats the LLC name and registered-office addresses, supplies office-required identification, gives the affected statement's caption and effective date, and states the change or cancellation. Under § 42:2C-29, a named grantee may file a denial identifying the LLC and affected statement and denying the grant. The denial acts as a restrictive amendment and may be recorded by certified copy for the realty rule.

New Jersey supplies no automatic fixed expiration period for an authority statement. An effective certificate of dissolution cancels a prior statement for the realty-grant rule and limits authority for the realty-limitation rule. The dissolved LLC may file and, when appropriate, record a labeled post- dissolution statement.

What trips people up

• The original uses registered-office addresses. Do not substitute the principal-office content used by several other states.
• A limitation alone is not general notice. The certified-copy realty rule is the stated exception.
• New Jersey has no automatic fixed term. Its current subsection (j) concerns a denial, not expiration.
• A denial is filed by the named grantee. It restrictively amends the grant and may also be recorded for the realty effect.
• Dissolution changes the realty effects. A labeled post-dissolution statement is the statutory replacement route.

Common questions

May a statement cover an office or position generally?

Yes. It may apply to everyone holding any position that exists in or with respect to the LLC, or to a specific person.

Does filing a limitation notify every counterparty?

No. Outside the certified-copy realty rules, a limitation alone is not evidence of knowledge or notice.

Does the statement have an automatic fixed expiration?

No. New Jersey's current provision has no fixed automatic statement term.

Is Division of Revenue filing enough for real-property conclusiveness?

No. The realty rule requires a certified copy recorded in the office for transfers of the property.

Statutes and sources

• N.J.S.A. §§ 42:2C-2, 42:2C-20, 42:2C-22, and 42:2C-24 — filing office, signing, caption, medium, effective date, certified copy, and perjury affirmation.
• N.J.S.A. §§ 42:2C-28 through 42:2C-29 — statement contents, non-realty reliance, certified-copy realty recording, amendment, cancellation, denial, dissolution, and post-dissolution record.
• N.J.S.A. § 42:2C-93 — filing and certified-copy fees.

All quotations are from the linked current New Jersey unannotated statute search, updated through P.L.2025, c.405 and J.R.22 and accessed August 30, 2026.