LLC Statement-of-Authority and Third-Party Reliance Requirements in South Carolina

Short answer South Carolina's current LLC chapter does not provide a general statement-of-authority filing, denial, certified-copy recording effect, or automatic expiration system. Authority instead follows the public articles' management structure and limitations plus § 33-44-301's member- and manager-agency rules. For LLC realty, that section makes a qualifying member- or manager-signed instrument conclusive for a person who gives value without knowledge of the signer's lack of authority, unless the articles limit that authority.

State

South Carolina

Statute checked

August 30, 2026

Sources

3 statutes

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At a glance

Governing law, public authority device, and scope	South Carolina Uniform LLC Act of 1996, S.C. Code tit. 33, ch. 44; ordinary domestic LLC. No general statement-of-authority device: current outsider-relations Article 3 contains agency § 33-44-301 and liability §§ 33-44-302-.303, not a public grant/limit statement
Eligible filer, public filing office, and form	N/A No authority-statement filer, Secretary of State record, county certified-copy route, or statutory statement form. Organizers file ordinary articles, but articles are not a standalone authority statement (§ 33-44-203)
Person or position, grant or limit, and transaction scope	N/A No public specific-person or position statement. Articles may limit member/manager authority; statutory agency follows member-managed member or manager-managed manager status and ordinary-course scope (§§ 33-44-203, -301)
Company identity, addresses, caption, and required contents	N/A No statement name/address, affected-record caption, authority language, duration, or property-description contract. Articles instead state company, office, agent, organizer, term, management, initial-manager, and liability information and may add lawful provisions (§ 33-44-203)
Signer, delivery, effective time, fee, and acceptance	N/A No authority-statement signer, delivery, acknowledgment, effective-time, acceptance, or statement-specific fee. Ordinary articles and amendment filing mechanics do not create missing authority-statement reliance 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; nonordinary act requires statutory authorization (§ 33-44-301(a)-(b))
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 (§ 33-44-301(c))
Amendment, denial, cancellation, expiration, and dissolution	N/A No statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution authority-statement route. Changes to articles, management, agency, and dissolution operate under their own provisions
No-device states, agency alternatives, and title boundaries	Use current articles for management form and any authority limit, operating agreement/private authority records internally, and § 33-44-301 for agency and its realty-instrument rule. None alone decides actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or reliance in a particular deal

Requirements one by one

South Carolina uses articles and agency instead of an authority statement

The complete current Chapter 44 contains no standalone statement-of-authority or denial filing. Its entire outsider-relations article, S.C. Code §§ 33-44-301 to 33-44-303, consists of member and manager agency, company liability for actionable conduct, and member and manager liability.

The public articles identify whether the LLC is manager-managed and, if so, the initial managers under § 33-44-203. They may include operating- agreement provisions or other lawful matters. If the operating agreement and articles conflict on a waivable subject, the articles control for an outsider who reasonably relies on them to the outsider's detriment; the operating agreement controls among managers, members, and their transferees.

Section 33-44-301 then supplies the ordinary agency rules. A member is the statutory agent in a member-managed LLC, while in a manager-managed LLC a member is not an agent solely because of membership and each manager is the statutory agent. An apparently ordinary-course act binds unless the actor lacked authority in the matter and the counterparty knew or had notice of that lack.

For LLC realty, subsection (c) 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 company'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 filing or certified-copy recording system.

What trips people up

The public articles are not a uniform-act statement of authority. South Carolina provides no separate grant, denial, certified-copy, or expiration filing under Chapter 44.
Management form changes the statutory agent. A member-managed member and a manager-managed manager occupy different outsider-facing roles.
The articles can limit realty authority. Section 33-44-301(c)'s conclusive-instrument rule begins with that express condition.
Private and public records can control different audiences. In a conflict, § 33-44-203(c) separates insiders and transferees from qualifying outsiders who reasonably relied on the articles to their detriment.

Common questions

Can a private resolution become the missing public statement?

No. It may be evidence of internal authorization, but Chapter 44 does not give it the filing, denial, or public-reliance effects of a statutory authority statement.

Is a member automatically an agent in a manager-managed LLC?

No. Section 33-44-301 says membership alone does not make that member an agent for the company's business.

What about an act outside the ordinary course?

A member's nonordinary-course act binds only if the other members authorized it. A manager's comparable act must be authorized under § 33-44-404.

Statutes and sources

S.C. Code Ann. § 33-44-203 — public articles, optional provisions, and the effect of a conflict with the operating agreement.
S.C. Code Ann. § 33-44-301 — management-form agency, ordinary and nonordinary acts, articles limits, and the realty-instrument reliance rule.
S.C. Code Ann. §§ 33-44-301 to -303 — the complete current outsider- relations article and the absence of a statement-of-authority provision.

All quotations are from the current official South Carolina Code Chapter 44 page accessed August 30, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

S.C. Code Ann. § 33-44-203 · accessed 2026-08-30

S.C. Code Ann. § 33-44-301 · accessed 2026-08-30

S.C. Code Ann. §§ 33-44-301 to 33-44-303 · accessed 2026-08-30

This page is general legal information about statutory public records that may grant or limit authority to bind an ordinary domestic LLC, including filing, signing, contents, amendment, denial, cancellation, expiration, non-real-property reliance, and any certified-copy real-property recording effects, not legal, title, closing, recording, agency, transaction, contract, fraud, litigation, or due-diligence advice. A current operating agreement, articles or certificate, management form, member and manager records, resolutions, delegations, powers of attorney, filed statements, amendments, denials, cancellations, dissolution records, land records, transaction documents, value, knowledge, notice, good faith, and disputed facts can change whether anyone may act and whether another person may rely. A public filing does not necessarily prove actual or apparent authority, validate a deed or lien, establish recording priority, or eliminate the need to review later records, and some states provide no comparable public statement device. This survey does not select a signer, certify authority or title, decide where to record, or determine whether reliance is protected in a particular transaction. Verified against the cited official sources on the date shown; review the complete company and public record and obtain licensed advice before relying on or recording an authority statement.

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