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

At a glance

Requirements one by one

Texas has no general public statement-of-authority device

The complete current Texas BOC Chapters 3, 4, and 101 contain no LLC filing that operates like a uniform-act statement of authority. There is therefore no statement-specific filer, named-person or position grant/limit, required caption or address set, signer, fee, effective time, denial, cancellation, five-year expiration, certified-copy realty recording, or postdissolution statement route.

Under BOC §§ 3.005 and 3.010, the public certificate of formation may carry lawful governance provisions and must say whether the LLC initially has managers, then name the initial managers or, for a no-manager structure, the initial members. That formation record is not a statutory statement of authority and does not acquire the missing reliance, constructive-notice, denial, or expiration effects.

The company agreement and certificate identify the governing authority

Section 101.251 gives the company agreement the first word on whether the governing authority consists of managers or members. If the agreement does not answer, the certificate's manager/no-manager statement controls the fallback. Under §§ 3.101 and 101.252, that governing authority manages and directs the business and exercises or authorizes company powers subject to the governing documents and code.

An officer has the authority supplied by the governing documents or the electing or appointing governing authority under § 3.103(b). Section 101.253 separately permits a resolution to delegate governing-authority power to a committee. Those are internal authority sources, not public statement filings.

Outsider effect turns on agency, ordinary course, and knowledge

Under § 101.254(a), each governing person is an agent for company business. An officer is an agent when the governing authority vests the officer with actual or apparent authority.

An act by one of those agents apparently carrying out ordinary-course business binds the LLC—including execution of an instrument, document, mortgage, or conveyance—unless the agent lacked actual authority and the counterparty knew of that lack. An act outside the apparent ordinary course binds only if authorized under the LLC title.

This architecture is not the same as a filed-statement rule. It does not make a filed grant conclusive for a value-giving outsider, make a filed limitation constructive notice, or prioritize later authority statements.

Realty remains outside a statement-of-authority overlay

Section 101.254(b) expressly mentions mortgages and conveyances, but the LLC statute does not add a certified-copy statement recording or deemed-knowledge rule. Execution, acknowledgment, county recording, title, priority, value, notice, and good faith require their own law and transaction facts; this page does not operate that separate land-recording analysis.

What trips people up

• The certificate is not a statement of authority. Naming an initial manager or member does not create the uniform-act filing and reliance scheme.
• The company agreement can change the governing authority. The public certificate is the fallback only when the agreement does not answer.
• Governing persons and officers enter the agency rule differently. An officer needs actual or apparent authority vested by the governing authority.
• Knowledge is load-bearing. Ordinary-course binding turns on both lack of actual authority and counterparty knowledge.
• Realty words do not answer title questions. Mentioning a mortgage or conveyance does not establish execution, recording, priority, or good title.

Common questions

Can a Texas LLC file the uniform-act statement of authority?

Not under the current ordinary LLC provisions. Texas uses its own certificate, company-agreement, governing-authority, officer, delegation, and agency rules.

Does the public certificate conclusively prove current authority?

No. It identifies the initial manager/no-manager structure and names, while the current company agreement, governing authority, appointments, delegations, and transaction facts still matter.

Can a private resolution create constructive notice?

The BOC does not give a private LLC resolution the public reliance or constructive-notice effects of a statutory statement of authority.

Does § 101.254 validate every deed signed by a governing person?

No. It supplies an agency rule with ordinary-course, actual-authority, knowledge, and authorization conditions. It does not decide deed formalities, title, recording, priority, fraud, or other defects.

Statutes and sources

• Tex. Bus. Orgs. Code §§ 3.005, 3.010, 3.101, and 3.103 — certificate governance provisions, initial manager/member disclosure, governing authority, and officer authority. Official current Chapter 3 (accessed August 30, 2026).
• Tex. Bus. Orgs. Code §§ 101.251-.254 — manager/member governing authority, management, delegation, agency, ordinary-course binding, counterparty knowledge, and outside-course authorization. Official current Chapter 101 (accessed August 30, 2026).