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

At a glance

Requirements one by one

Governing law and public filing

Since October 1, 2026, Utah's general LLC statement-of-authority device is in §§ 16-20-301 through -303. An ordinary LLC may deliver a statement to the Division of Corporations and Commercial Code granting or limiting authority to bind the company. This public record is distinct from a certificate of organization, operating agreement, internal resolution, or title opinion.

Person or position and required contents

Section 16-20-302(1) allows a statement for everyone holding a company-related position or a specific person. It may grant or limit authority to execute an instrument transferring company real property, enter other transactions, or otherwise act for or bind the LLC. The original states the LLC name and registered agent's street and mailing addresses. An amendment or cancellation repeats that information, identifies the earlier statement's effective date, and gives the change or cancellation declaration.

The company files its statement through a person authorized to sign for it; an agent may sign under § 16-1a-208. A person named in a filed grant may deliver a denial under § 16-20-303, identifying the LLC and caption of the affected statement.

Filing effect and fee

Section 16-1a-204 makes the filing effective when the Division files it unless the record states a later time or date, no more than 90 days after filing. The Division's published fee schedule at the checked URL lists $15 for an LLC statement of authority. The schedule is labeled FY2026 and effective July 1, 2025, so confirm the amount at filing. Section 16-1a-202(4) requires payment of the applicable filing fee.

Non-realty reliance and notice

Section 16-20-302(3) confines a statement's effect to power to bind the LLC to nonmembers. An effective non-realty grant is conclusive for someone giving value in reliance, unless that person knows otherwise, the statement was canceled or restrictively amended, or a later-effective statement limits it. A filed limitation alone ordinarily is not evidence that someone knows of it, subject to the section's exceptions.

Real-property recording

For the special realty reliance rule in § 16-20-302(6), a certified copy of the effective grant must be recorded in the office for recording transfers of that property. A person giving value in reliance without contrary knowledge receives the stated conclusive effect, subject to recorded certified cancellation, restrictive amendment, or later-effective limitation. A recorded certified limitation makes all persons deemed to know it under subsection (7). Filing with the Division and land-record recording serve distinct roles.

Denial, dissolution, and cancellation

A named grantee's denial under § 16-20-303 operates as a restrictive amendment and can be recorded by certified copy for the realty rule. An effective dissolution or termination statement changes earlier authority effects; a labeled postdissolution statement may be filed and, where appropriate, recorded. Unless ended earlier, an effective authority statement cancels five years after it or its latest amendment became effective, without a further land-record filing.

What trips people up

The current citations are in Title 16. The former §§ 48-3a-302–303 were renumbered effective October 1, 2026. Older checklists still citing them may miss the current general filing and signer provisions.

Division filing alone does not supply the special realty protection. The certified copy must also be recorded in the relevant real-property office.

A grant and a limitation have different outsider effects. The statute ties non-realty grant conclusiveness to value and reliance, while a recorded realty limitation is deemed known to all.

Common questions

May the statement name a position instead of an individual?

Yes. Section 16-20-302 permits a grant or limit for all holders of a position or a specific person.

Can a named person reject the filed authority?

Yes. The person may deliver a statement of denial under § 16-20-303.

How long does the statement last?

Generally five years after the original or most recent amendment becomes effective, unless canceled earlier.

What is the filing fee?

The Division's published schedule lists $15 for an LLC statement of authority. Confirm the amount at filing because the posted schedule is labeled FY2026.

Statutes and sources

• 2026 Utah S.B. 40, enrolled, current §§ 16-1a-202, -204, -208 and 16-20-301–303, effective October 1, 2026; retrieved October 2, 2026.
• Division published fee schedule, retrieved October 2, 2026; labeled FY2026.