LLC Statement-of-Authority and Third-Party Reliance Requirements in Tennessee

At a glance

Requirements one by one

Tennessee uses an articles-based realty grant, not a general statement

The current Revised LLC Act has no standalone authority-statement or denial form. Under Tenn. Code Ann. § 48-249-202(a)-(d), the public articles state the LLC name, registered and principal offices, management form, specified membership, liability and duration facts, and Secretary-required information. They may also contain operating-agreement terms and other lawful management provisions.

The authority device appears in § 48-249-402(e). The articles may name one or more members, managers, directors, or officers authorized to execute instruments transferring LLC real property, and may state restrictions and conditions on the grant.

The realty designation may be exclusive or supplemental

The articles can say the designation is exclusive. If they do not, the named grant does not displace the ordinary status-based agency in subsections (a) through (d). That distinction matters because a nonexclusive grant adds a reliance route without proving that every other actor lacks authority.

The grant is conclusive for a person who gives value unless that person knew or had notice that the LLC rescinded it. Under § 48-249-402(f), notice includes actual knowledge, received notification, reason to know from known facts, and a fact contained in the articles themselves.

Section 48-249-402 does not require a certified copy recorded in the land office or create a separate grant effective time, filing fee, denial, or automatic expiration. Deed form, delivery, acknowledgment, recording, title, value, and priority remain separate.

Non-realty transactions follow the management structure

In a member-managed LLC, each member is an ordinary-course agent; the act binds unless the member lacked authority and the counterparty knew or had notice. A nonordinary act needs authorization from the other members.

In a manager-managed LLC, each manager carries the parallel agency rule and membership alone gives no agency. In a director-managed LLC, the president and authorized officers are agents under subsection (d); members and directors do not receive agency merely from status.

Those rules do not create a conclusive filed grant for non-real-property transactions. The complete authority, ordinary-course, authorization, and knowledge facts still control.

Rescission and amendment do not form a separate lifecycle

The LLC may change its articles under the ordinary amendment rules. The realty reliance exception expressly recognizes rescission, but § 48-249-402 does not prescribe a special rescission document, filing deadline, denial, land-record cancellation, renewal, fixed term, dissolution cancellation, or postdissolution replacement statement.

That means current articles, later amendments, direct notifications, facts that give reason to know, and the company's status all need review. This page does not decide whether a particular person had notice of rescission.

What trips people up

• The realty grant is narrower than a uniform authority statement. It does not create a public non-realty grant or denial system.
• Exclusivity must be express. Otherwise the articles designation does not override ordinary member, manager, director, or officer agency.
• Restrictions and conditions travel with the grant. Articles facts count as statutory notice.
• Rescission is not a self-contained filing procedure. The statute states a reliance exception without prescribing one mandatory rescission record.
• Value does not answer every title question. Execution, delivery, acknowledgment, recording, fraud, title, and priority remain separate.

Common questions

Can Tennessee articles name a real-property signer?

Yes. They may name one or more members, managers, directors, or officers and state restrictions, conditions, and exclusivity.

Is the named grant conclusive?

It is conclusive for a person who gives value unless that person knew or had notice that the LLC rescinded the grant.

Does the realty grant eliminate every other actor's authority?

Only if the designation expressly says it is exclusive. Otherwise ordinary status-based agency remains available.

Does Tennessee require a certified authority statement in land records?

Section 48-249-402 creates no certified-copy recording requirement or effect. Separate deed and recording law still applies.

Statutes and sources

• Tenn. Code Ann. § 48-249-202 — articles contents, management form, optional management provisions, and articles priority.
• Tenn. Code Ann. § 48-249-402 — member, manager, director and officer agency; articles-based realty grants; exclusivity; rescission; knowledge and notice.

All quotations are from the state-authorized public-domain Tennessee Code Title 48 publication, accessed August 30, 2026 and bridged through the current bill sweeps described in the verification record.