LLC Statement-of-Authority and Third-Party Reliance Requirements in Pennsylvania
At a glance
| Governing law, public authority device, and scope | Pennsylvania Uniform LLC Act, 15 Pa.C.S. ch. 88; ordinary domestic LLC. General Department of State certificate of authority covers position or named-person grants/limits for realty and other transactions; affects only power to bind LLC to nonmembers and supersedes inconsistent organization certificate (§ 8832(a), (c)) |
|---|---|
| Eligible filer, public filing office, and form | LLC delivers company-signed authority certificate to Department of State; named grantee may deliver denial. Current Bureau form DSCB:15-8833 covers denial; authority certificate is available through Business Filing Services rather than a public PDF. Foreign-company route exists but is outside ordinary-domestic scope (§§ 8832(a), (k), 8833) |
| Person or position, grant or limit, and transaction scope | May cover all persons holding a company position or a specific person; may grant or limit authority to transfer LLC real property, including signing transfer instrument, or enter other transactions/act for/bind LLC (§ 8832(a)(2)-(3)) |
| Company identity, addresses, caption, and required contents | Original: LLC name and registered-office address, subject to CROP-name substitute, plus authority/limit. Amendment/cancellation repeats name/address, affected certificate effective date, and amendment contents or cancellation. Denial gives LLC name/address, affected authority-certificate filing date, and denial (§§ 8832(a)-(b), 8833(a)) |
| Signer, delivery, effective time, fee, and acceptance | Authority certificate is signed by company and delivered to Department; named grantee signs denial under general signing rule and current DSCB form. No special § 8832 effective-time rule; general Title 15 filing rules control. LLC ancillary-transaction fee is $70; current denial form also lists $70 (§§ 152, 153(a)(3)(iii), 8832(a), 8833) |
| Non-realty reliance, knowledge, and outsider effect | Certificate affects only power to bind nonmembers and is not binding on Department administration. Non-realty grant is conclusive for person giving value in reliance unless contrary knowledge, cancellation/restrictive amendment, or later-effective limitation. Limitation alone is not evidence of knowledge/notice (§ 8832(c)-(e)) |
| Realty certified copy, recording, and constructive notice | Certified recorded copy of effective authority OR organization certificate granting realty-transfer power is conclusive for value-giving reliance without contrary knowledge, subject to recorded cancellation/restrictive amendment or later limitation. Certified limitation recorded in property's county recorder-of-deeds office makes all persons deemed to know it (§ 8832(f)-(g)) |
| Amendment, denial, cancellation, expiration, and dissolution | LLC files amendment/cancellation; named grantee may file denial, which restrictively amends and may be certified-recorded. Only certificate naming an individual auto-cancels 5 years after certificate/most recent amendment. Dissolution certificate does not cancel for realty grant and limits authority; termination certificate cancels. No postdissolution replacement route stated (§§ 8832(b), (h)-(j), 8833) |
| No-device states, agency alternatives, and title boundaries | Device exists, but only affects power to bind outsiders and does not decide internal authorization, actual/apparent authority beyond stated effect, value, knowledge, good faith, deed validity, acknowledgment, recording priority, or title. Check organization/authority/denial/cancellation/termination filings plus every certified county record (§ 8832(c)-(j)) |
Requirements one by one
The LLC may name a person or a position
Under 15 Pa.C.S. § 8832(a), the company-signed certificate may address a specific person or everyone holding a position. It may grant or limit authority to transfer LLC real property, including signing an instrument of transfer, or to enter other transactions, act for, or bind the company.
The certificate gives the LLC name and registered-office address, subject to the commercial registered office provider substitute. It supersedes an inconsistent provision of the certificate of organization, affects only power to bind the LLC to nonmembers, and does not bind the Department in administering the title or other law.
General filing rules apply without a special timing regime
The authority certificate is signed by the company and delivered to the Department of State. Section 8832 states no special delayed-effect period, so the general Title 15 filing-effective rules control. Under §§ 152 and 153(a)(3)(iii), an LLC ancillary transaction carries the $70 fee.
Non-realty reliance is conclusive only under stated conditions
A non-real-property grant is conclusive for a person who gives value in reliance unless that person knows the contrary, the certificate was canceled or restrictively amended, or a later-effective limitation exists. A limitation alone is not evidence of knowledge or notice outside the statute's separate realty rules.
Realty may rely on the authority or organization certificate
For authority to transfer LLC real property, Pennsylvania permits the grant to appear in an effective certificate of authority or certificate of organization. Conclusiveness requires a certified copy recorded with the recorder of deeds in the county where the property is located, value-giving reliance, and no contrary knowledge, subject to the statute's recorded later-change rules.
A certified recorded limitation has the opposite effect: all persons are deemed to know it. The statute identifies the county office but this page does not choose the county, validate a legal description, or decide title or priority.
Amendment, denial, and lifecycle events differ
An amendment or cancellation repeats the LLC name and registered-office address, gives the affected certificate's effective date, and states the change or cancellation. Under § 8833, a person named in a filed grant may file a denial giving the company name/address, the authority-certificate filing date, and the denial. It operates as a restrictive amendment, supersedes inconsistent organization-certificate text, and may be certified and recorded. The current official denial form requires the named person's signature and lists a $70 fee.
Automatic cancellation after five years applies only when the certificate names an individual as having authority; a position-only certificate is not included in that sentence. The period runs from the certificate or most recent amendment.
An effective dissolution certificate does not cancel the authority certificate for the realty grant rule and acts as a limitation for the recorded-limitation rule. An effective termination certificate cancels it. Pennsylvania states no separate postdissolution replacement route in § 8832.
What trips people up
- Pennsylvania calls it a certificate, not a statement. Search and form labels must use the state term.
- Five-year cancellation is individual-specific. The statute does not apply that sentence to every position-based certificate.
- The organization certificate can support realty reliance. The non-realty rule speaks only to the authority certificate.
- Dissolution and termination differ. Dissolution limits but does not cancel in the same way; termination cancels.
- Department filing and county recording are separate. Realty effects depend on the certified county record and later recorded changes.
Common questions
May the certificate cover a position instead of one person?
Yes. It may cover everyone holding a position or identify a specific person.
Does a filed limitation notify every counterparty?
No. A limitation alone is not evidence of knowledge or notice under the general rule. A certified recorded realty limitation makes all persons deemed to know it.
Does every authority certificate expire after five years?
No. The automatic-cancellation sentence applies to a certificate that names an individual as having authority.
Can the named person reject the grant?
Yes. The named grantee may file a certificate of denial with the required company and affected-certificate information.
Statutes and sources
- 15 Pa.C.S. §§ 152 and 153(a)(3)(iii) — ancillary-transaction definition and $70 LLC ancillary filing fee. Official current Chapter 1 (accessed August 30, 2026).
- 15 Pa.C.S. §§ 8832-8833 — authority certificate contents and effects, reliance, county recording, denial, cancellation, dissolution, termination, and individual-specific five-year rule. Official current § 8832 and § 8833 (accessed August 30, 2026).
- DSCB:15-8833 — current denial form, signature instructions, and filing fee. Official Department of State form (accessed August 30, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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