LLC Statement-of-Authority and Third-Party Reliance Requirements in Oregon
At a glance
| Governing law, public authority device, and scope | Oregon LLC Act, ORS ch. 63; ordinary domestic LLC. No general statement-of-authority device: current chapter index uses management-form agency and an articles-conditioned realty-instrument rule rather than a public grant/limit statement (§§ 63.047, .140) |
|---|---|
| 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. Organizers file ordinary articles, but articles are not a standalone authority statement (§ 63.047) |
| Person or position, grant or limit, and transaction scope | N/A No public person/position grant or limitation filing. Statutory agency follows member-managed member or manager-managed manager status; articles may limit realty authority and articles/agreement govern other authorization (§§ 63.047, .140) |
| Company identity, addresses, caption, and required contents | N/A No statement identity, address, caption, authority language, duration, or property-description contract. Articles instead state company, office/agent, notice address, management form, organizer, duration, principal office, and knowledgeable contact and may add lawful internal-affairs provisions (§ 63.047) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles filing mechanics do not create missing authority-statement effects |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness or statement-limitation notice rule. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew or had notice; outside-course act needs statutory authorization (§ 63.140(1)-(2)) |
| Realty certified copy, recording, and constructive notice | No authority-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member-managed member or manager-managed manager may sign/deliver instrument affecting LLC realty; instrument is conclusive for value-giver without knowledge of signer's lack (§ 63.140(3)) |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Articles/agreement may alter authority; separate § 63.629 governs binding after dissolution |
| No-device states, agency alternatives, and title boundaries | Use current articles for management form and authority limits, operating agreement/private records for authorization, and § 63.140 for agency and realty instrument effect. None alone decides actual/apparent authority, deed validity, land recording, title, priority, value, good faith, knowledge, or reliance |
Requirements one by one
Oregon uses articles and agency instead of an authority statement
The complete current ORS Chapter 63 table of contents contains articles, operating-agreement, management, agency, real-property, and postdissolution provisions, but no statement-of-authority or denial filing.
Under ORS 63.047, the articles state whether the LLC is manager-managed and may add lawful internal-affairs provisions. Section 63.140 then makes a member the statutory agent in a member-managed LLC and a manager the statutory agent in a manager-managed LLC for apparently ordinary-course business. The act binds unless the actor lacked authority and the counterparty knew or had notice of that lack. A nonordinary-course act needs the authorization specified in the section.
For LLC realty, subsection (3) adds a transaction-specific rule. Unless the articles limit authority, the relevant member or manager may sign and deliver an instrument transferring or affecting the LLC's real-property interest. The instrument is conclusive for a person who gives value without knowledge of the signer's lack of authority. That is an instrument-level rule, not a public authority statement or certified-copy recording system.
Dissolution uses a separate agency rule
Under ORS 63.629, the relevant member or manager may bind a dissolved LLC for appropriate winding-up acts, unfinished transactions, and certain otherwise binding transactions when the other party lacks actual dissolution notice. Other acts can bind if authorized or ratified; authority restrictions remain effective against persons who know them. Oregon does not convert that rule into a postdissolution authority-statement filing.
What trips people up
- The public articles are not a statement of authority. They elect manager management and can limit the realty authority that § 63.140 otherwise gives.
- Realty protection attaches to the transaction instrument. Chapter 63 does not require a certified copy of a separately filed authority statement.
- The conclusive rule has two express gates. It begins only when the articles do not limit authority and protects a value-giver without knowledge of the signer's lack of authority.
- Dissolution does not create a new statement device. Section 63.629 instead supplies a fact-specific postdissolution agency rule.
Common questions
Is a member automatically an agent in a manager-managed LLC?
No. Membership alone does not make the member an agent; each manager occupies the statutory agency role under ORS 63.140(2).
May the LLC file a statutory denial of authority?
No denial filing appears in the current Chapter 63 scheme.
What about an act outside the ordinary course?
A member's act requires authorization by the other members. A manager's act requires authorization under ORS 63.130.
Statutes and sources
- ORS Chapter 63 current section index — the complete current scheme and absence of a public authority-statement provision.
- ORS 63.047 — articles contents, manager-management election, and optional internal-affairs provisions.
- ORS 63.140 — status-based agency, nonordinary acts, articles limits, and the realty-instrument reliance rule.
- ORS 63.629 — postdissolution agency, actual dissolution notice, authorization or ratification, and known restrictions.
All quotations are from the current official 2025 Edition of Oregon Revised Statutes Chapter 63, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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