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

At a glance

Requirements one by one

Virginia uses articles and agency, not a separate statement

The complete current Virginia LLC Act has no standalone statement granting or limiting a named person's or position's authority. Instead, Va. Code § 13.1-1011 makes the articles the public home for the LLC's name, registered office and agent, principal office, and any other matter permitted in an operating agreement—including management and authority provisions.

Under Va. Code § 13.1-1022(A), (D) and § 13.1-1024(A), the LLC is member-managed unless the articles or a written operating agreement provides for managers. Those documents may allocate management to managers or delegate management rights and powers to other people. The private agreement can control internal authority, but the articles are load-bearing for the outsider rules below.

Ordinary articles filing mechanics govern the public record

Under §§ 13.1-1003 to 13.1-1005, the appropriate manager, delegated manager, fallback member, organizer, or court fiduciary signs a company record, states name and capacity, and delivers it with the fee to the State Corporation Commission. The Commission may require a mandatory form and accept electronic filing.

The Commission certificate ordinarily operates when issued. Articles may choose a later effective time, capped at the fifteenth day after issuance. Original articles cost $100; articles of amendment cost $25. These are ordinary articles rules, not authority-statement mechanics.

Under § 13.1-1014, an amendment may add or change a permitted provision or delete a nonrequired one. It gives the LLC name, amendment text and adoption date, and the applicable member, manager, or organizer approval statement.

Ordinary-course agency depends on management form and notice

Under § 13.1-1021.1(A)-(B), each member is an agent in a member-managed LLC. When the articles specify manager management, members acting solely as members lose that statutory agency and each manager becomes the business agent.

In either track, an ordinary-course act—including signing an instrument in the LLC name—binds unless the actor lacked authority and the counterparty knew or had notice. An act outside the ordinary course binds only through the applicable member or manager authorization route. Virginia supplies no filed-statement grant conclusiveness, limitation-notice formula, or later-statement priority rule for non-realty transactions.

Realty has a direct-instrument conclusiveness rule

Section 13.1-1021.1(C) creates the narrower real-property rule. 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.

The section does not require a separate authority statement, certified copy, or authority record in the land office. It also does not decide whether the instrument was properly executed, acknowledged, delivered, or recorded, or resolve fraud, value, knowledge, title, or priority disputes.

No statement lifecycle exists

Virginia uses ordinary articles amendments to change public management or authority limits. Chapter 12 supplies no named grantee's authority denial, restrictive statement amendment, standalone cancellation, fixed expiration, renewal, dissolution cancellation, or labeled postdissolution authority statement.

That does not mean later public or internal records are irrelevant. It means their effect must be analyzed through the articles, agreement, agency, dissolution, transaction, and land-record provisions that actually govern them, not through a nonexistent authority-statement lifecycle.

What trips people up

• The articles and operating agreement are not interchangeable for outsiders. Manager status removes member agency only when the articles specify manager management.
• Realty uses the instrument itself. No separately filed and certified authority statement is required by § 13.1-1021.1(C).
• The articles can defeat conclusiveness. The realty rule begins with an express exception for articles authority limits.
• Knowledge is transaction-specific. The realty protection reaches a value-giver without knowledge of the signer's lack of authority.
• Conclusive authority does not cure every defect. Deed form, delivery, acknowledgment, fraud, title, recording, and priority remain separate.

Common questions

Can a Virginia LLC file the uniform statement of authority?

No. The current LLC Act uses articles, statutory agency, and the direct realty- instrument rule instead.

Can the operating agreement alone make a manager the statutory outsider agent?

Not for § 13.1-1021.1(B)'s manager-management switch. That provision requires the articles to specify manager management.

Must a certified authority statement be recorded for a Virginia LLC deed?

Not under § 13.1-1021.1(C). It protects the qualifying signed and delivered instrument itself under its stated articles, value, and knowledge conditions.

Does the realty rule prove good title?

No. It addresses the signer's authority under stated conditions, not all deed, fraud, delivery, recording, notice, priority, or title issues.

Statutes and sources

• Va. Code §§ 13.1-1003 through -1005, 13.1-1011, and 13.1-1014 — articles signer, filing, effective time, fee, contents, and amendment.
• Va. Code §§ 13.1-1021.1, 13.1-1022, and 13.1-1024 — member/manager agency, public management form, authority limits, delegation, and the direct realty- instrument reliance rule.

All quotations are from the current official Virginia LLC Act compilation, accessed August 30, 2026.