LLC Statement-of-Authority and Third-Party Reliance Requirements in Rhode Island
At a glance
| Governing law, public authority device, and scope | Current R.I. LLC Act, R.I. Gen. Laws ch. 7-16; ordinary domestic LLC. No general authority-statement device; articles choose member/manager management and § 7-16-20 supplies manager agency. Enacted ch. 247 adds new § 7-16.1-302 effective 1/1/2028 |
|---|---|
| Eligible filer, public filing office, and form | Current: no authority-statement filer, SOS filing, named-grantee denial, or land-record route. Future 1/1/2028: LLC files original/amendment/cancellation; named grantee files denial; certified copies may enter realty records (new §§ 7-16.1-302 to -303) |
| Person or position, grant or limit, and transaction scope | Current: N/A—no public person/position grant/limit. Articles identify management form and initial managers; member-managed members are deemed managers (§§ 7-16-6, -14). Future act requires person and position authority/limit terms for realty instruments and other transactions |
| Company identity, addresses, caption, and required contents | Current: N/A—no authority-statement content contract. Articles separately state LLC/agent/tax/principal-office/management/initial-manager/signer data. Future original uses LLC and registered-agent identity plus person/position authority; amendment/cancellation and denial have affected-record identifiers (new §§ 7-16.1-302 to -303) |
| Signer, delivery, effective time, fee, and acceptance | Current: N/A—no statement signer, delivery, acknowledgment, effective time, fee, or acceptance. Future act identifies company-authorized and denial signers, but filing form/fee implementation should be confirmed when the replacement becomes operative |
| Non-realty reliance, knowledge, and outsider effect | Current: no filed-grant conclusiveness. Manager usual-way act binds unless contrary articles/chapter or manager lacked authority and counterparty knew; member-managed members have manager power (§§ 7-16-14, -20). Future non-realty grant becomes conclusive for value-giving reliance subject to knowledge/later-record exceptions |
| Realty certified copy, recording, and constructive notice | Current: no LLC-statement certified-copy recording or deemed-knowledge rule; manager’s execution of any usual-way instrument uses § 7-16-20. Future act requires recorded certified copy for special realty-grant conclusiveness and makes recorded certified limitation deemed known (new § 7-16.1-302(f)-(g), eff. 1/1/2028) |
| Amendment, denial, cancellation, expiration, and dissolution | Current: N/A—no statement amendment, denial, cancellation, expiration, renewal, dissolution cancellation, or postdissolution statement. Future act adds all, including required postdissolution statement, denial as restrictive amendment, and 5-year cancellation (§ 7-16.1-302(h)-(k), eff. 1/1/2028) |
| No-device states, agency alternatives, and title boundaries | Current: use articles for management form/initial managers, written agreement for manager management, §§ 7-16-14 and -20 for member/manager agency. Neither current nor future filing decides actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
Requirements one by one
Current law uses management structure and manager agency
The complete current Chapter 7-16 contains no general filed authority statement. There is therefore no current statement-specific filer, named- person or position grant or limit, denial, value-reliance presumption, certified-copy realty overlay, or automatic expiration rule.
Under R.I. Gen. Laws § 7-16-6, the articles state whether the LLC is member- or manager-managed and name each manager serving at formation. § 7-16-14 makes members the managers when the articles or written operating agreement do not install manager management.
Manager acts bind under a usual-way and knowledge test
Under § 7-16-20, every manager is an agent for the company’s business and affairs. A manager’s act—including executing an instrument in the LLC’s name for apparently carrying on the business in the usual way—binds unless it contravenes the articles or current chapter, or the manager lacked authority and the counterparty knew that fact.
In a manager-managed LLC, a member is not an agent merely because of membership unless the articles provide otherwise or the member is also a manager. Current Chapter 7-16 adds no separate statement-based realty, denial, or lifecycle system.
A replacement authority-statement system starts January 1, 2028
Enacted 2026 Public Laws chapter 247 creates §§ 7-16.1-302 to -303, effective January 1, 2028. The new statement identifies the LLC and registered agent and states person and position authority or limits for real-property instruments and other transactions.
Chapter 247 § 4 expressly sets January 1, 2028 as the effective date for the replacement provisions.
The new non-realty grant becomes conclusive for a value-giving relying outsider subject to contrary knowledge and later-record exceptions. The special realty rule requires recording a certified copy; a recorded certified limitation makes all persons deemed to know it.
The replacement also adds amendment, cancellation, denial, a required labeled postdissolution authority statement, and cancellation after five years from the statement or latest amendment. Those provisions are enacted but are not the law governing an August 2026 transaction.
What trips people up
- Do not apply the 2028 statute early. Current Chapter 7-16 remains the operative source until the replacement date.
- Current member management works through manager status. Section 7-16-14 deems members managers when management is vested in them.
- Current knowledge is load-bearing. A manager’s internal lack of authority does not defeat binding unless the counterparty knows it, subject to the articles/chapter exception.
- Future realty protection requires two public steps. The new Secretary-of- State filing and certified-copy real-property recording perform different jobs.
Common questions
Can a Rhode Island LLC file the new authority statement now?
Not under the current Chapter 7-16 system. The replacement provisions take effect January 1, 2028.
Who is the statutory agent under current law?
A manager is an agent for the LLC’s business and affairs. In member management, members are deemed managers; in manager management, membership alone does not create agency unless the articles say otherwise.
What changes for real property in 2028?
The new law makes special grant reliance depend on a recorded certified copy and makes a recorded certified limitation deemed known.
How long will a future authority statement last?
The new act generally cancels it five years after the statement or latest amendment unless it is canceled earlier.
Statutes and sources
- Current R.I. Gen. Laws §§ 7-16-6, -14, and -20 — articles, management form, member-as-manager rule, manager agency, instruments, authority, and counterparty knowledge.
- 2026 R.I. Public Laws chapter 247, §§ 3 to 4 — future authority statement, outsider reliance, certified-copy realty recording, denial, lifecycle, and January 1, 2028 effective date.
All quotations are from current official Rhode Island code pages or the signed official 2026 public law, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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