LLC Statement-of-Authority and Third-Party Reliance Requirements in North Dakota

At a glance

Requirements one by one

North Dakota provides a general filed authority statement

Under N.D.C.C. § 10-32.1-24(1), an LLC may file a statement with the Secretary of State. It states the company name and registered-office address and may grant or limit one specific person or everyone holding a company- related position from executing a real-property instrument, entering other transactions, or otherwise acting for or binding the company.

The boundary is explicit. Under § 10-32.1-20(3), a statement placed in the articles is not effective as a statement of authority, and § 10-32.1-23 says member status alone creates no agency.

Non-realty grants and limitations use different tests

Section 10-32.1-24(3)-(5) 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.

The original realty grant works without recording

North Dakota’s § 10-32.1-24(6) makes an effective realty grant conclusive for a value-giving relying person without contrary knowledge whether or not a certified copy of the original statement is recorded in the real-property records.

Recording still matters later. A cancellation, restrictive amendment, or later-effective limitation defeats the earlier grant under the special realty rule only when its certified copy is recorded. A recorded certified limitation makes all persons deemed to know it. Under § 10-32.1-02(45), that recorded copy includes a legal description and goes to the county recorder for the affected property.

Denial and dissolution alter the filing without a fixed term

An amendment or cancellation repeats the company and registered-office data, identifies the affected caption and effective date, and gives the change or cancellation. Under § 10-32.1-25, a person named in a grant may file a denial identifying the LLC and affected caption; the denial operates as a restrictive amendment.

An effective dissolution notice changes the earlier statement’s realty effects, while a labeled postdissolution statement may be filed and, when appropriate, recorded. Section 10-32.1-24 states no automatic expiration or renewal cycle.

Filing definitions and fees supply the mechanics

Under § 10-32.1-02, an accepted filing uses a method or medium acceptable to the Secretary of State and may specify an effective date no later than ninety days after acceptance. A company record uses an authorized signer under the listed chapter, articles, control-agreement, bylaws, or resolution routes; the named person signs a denial, and an agent may sign other records.

Section 10-32.1-92 charges $20 for an original statement, amendment, or cancellation. Because denial is not separately listed, it falls under the $10 fee for any other LLC statement or report.

What trips people up

• Do not require original realty recording. The grant itself can be conclusive without it.
• Later realty records are different. A cancellation or later limitation must be recorded to defeat an earlier grant under the special rule.
• The county copy needs a legal description. That requirement comes from the Act’s recorded-in-the-real-property-records definition.
• There is no automatic five-year clock. Later filings and dissolution, not a fixed term, change the statement.

Common questions

May the statement name a position instead of an individual?

Yes. It may cover all persons holding a company-related position or one specific person.

Must the original realty grant be recorded with the county?

No. Section 10-32.1-24(6) says the grant can be conclusive whether or not its certified copy is recorded.

Can a named person reject the filed authority?

Yes. That person may file the denial described in § 10-32.1-25.

How long does a North Dakota authority statement last?

The statute supplies no fixed term. It remains subject to amendment, cancellation, denial, and dissolution-related records.

Statutes and sources

• N.D.C.C. §§ 10-32.1-02 and -20 — filing, effective date, signer, real-property-record definition, and articles boundary.
• N.D.C.C. §§ 10-32.1-23 to -25 — no status agency; statement contents, non-realty and realty effects, later records, denial, dissolution, and term.
• N.D.C.C. § 10-32.1-92 — statement, amendment, cancellation, and other- statement fees.

All quotations are from the complete current official North Dakota Century Code chapter publication, accessed August 30, 2026.