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

At a glance

Requirements one by one

South Dakota uses public articles, not a separate authority statement

The complete current Chapter 47-34A catalog contains no filing comparable to a uniform-act statement of authority. There is therefore no general authority- statement filer, named-person or position grant or limit, denial, statement- specific fee or effective time, certified-copy realty overlay, or automatic expiration rule.

The public articles perform part of that work differently. Under SDCL § 47-34A-203, they state manager management and name each initial manager. If an operating agreement conflicts with the articles, the agreement controls internally, but the articles control for a nonmanager, nonmember, or nontransferee who reasonably relies on them to the person’s detriment.

Outsider binding turns on management form, transaction scope, and knowledge

Section 47-34A-301(a) makes each member an agent of a member-managed company for its business. An apparently ordinary-course act binds unless the member lacked authority and the counterparty knew or had notice of that lack; an act outside the apparent ordinary course needs authorization by the other members.

In a manager-managed company, member status alone creates no agency. A manager has the parallel ordinary-course agency rule, while an outside-course act needs the authorization identified in the statute. This is not a filed-grant conclusiveness or filed-limitation notice system.

Realty instruments have a separate conclusive effect

Under § 47-34A-301(c), unless the articles limit authority, any member of a member-managed LLC or manager of a manager-managed LLC 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.

Chapter 47-34A does not add a separate authority-statement certified-copy recording or deemed-knowledge system. Deed execution, acknowledgment, ordinary recording, title, fraud, and priority remain outside this survey.

Dissociation has a narrow public notice filing

Section 47-34A-605 is narrower than a statement of authority. A dissociated member or the LLC may file a statement giving the company name and saying the member is dissociated; a dissociated-member filer must also deliver the LLC a copy. For the cited agency provisions, an outsider is deemed to have notice ninety days after filing. The record does not grant authority, name a position, create a denial procedure, or carry a fixed term.

After dissolution, § 47-34A-804 separately binds the LLC for an appropriate winding-up act or an act that would have bound it before dissolution when the other party lacks notice of dissolution. It does not create a postdissolution authority statement.

What trips people up

• The articles are not the uniform-act statement. They identify manager management and initial managers but have no denial or fixed lifecycle.
• Internal and outsider effects split. A conflicting operating agreement controls internally while the articles can control for a qualifying relying outsider.
• Realty conclusiveness attaches to the instrument. It is not conditioned on recording a certified copy of a separate authority statement.
• The dissociation filing is notice, not a general authority record. Its deemed-notice effect begins after ninety days, and a member filer sends the LLC a copy.

Common questions

Can a South Dakota LLC file the uniform-act authority statement?

Not under current Chapter 47-34A. It uses articles, operating-agreement allocation, member-or-manager agency, and a realty-instrument rule instead.

Do the articles prove every current signer’s authority?

No. They disclose the management structure and can affect qualifying outsider reliance, but current company records, the transaction, authority, and knowledge still matter.

Can the LLC publicly flag a member’s dissociation?

Yes. Section 47-34A-605 permits a statement of dissociation and charges outsiders with notice after ninety days for the cited agency rules.

Is a certified authority statement required for a realty instrument?

No separate statement exists. Section 47-34A-301(c) supplies its own signer, value, and knowledge rule for the instrument.

Statutes and sources

• SDCL § 47-34A-203 — public articles, manager disclosure, and outsider reliance.
• SDCL § 47-34A-301 — member/manager agency, ordinary-course and outside- course acts, realty signer, value, knowledge, and conclusiveness.
• SDCL §§ 47-34A-605 and -804 — dissociation notice and postdissolution winding-up/binding boundary.

All quotations are from the complete current official South Dakota Codified Laws chapter publication, accessed August 30, 2026.