LLC Statement-of-Authority and Third-Party Reliance Requirements in Washington
At a glance
| Governing law, public authority device, and scope | Washington LLC Act, ch. 25.15 RCW; ordinary domestic LLC. No general statement-of-authority or comparable realty device. Current Act uses agreement-selected management form and status-based ordinary-course agency (§§ 25.15.006, .151, .154; complete ch. 25.15) |
|---|---|
| Eligible filer, public filing office, and form | N/A No authority-statement filer, Secretary of State record, or form. Ordinary formation/amendment certificates go to Secretary of State under chs. 25.15 and 23.95; original signed by forming person(s), amendment by manager or member when member-managed (§§ 25.15.071, .076, .086) |
| Person or position, grant or limit, and transaction scope | N/A No public named-person/position grant or limit. Status supplies agency for ordinary-course matters: members in member-managed LLC; managers in manager-managed LLC. Agreement may appoint collective manager and private delegation may reach other persons (§§ 25.15.006(9), .151-.157) |
| Company identity, addresses, caption, and required contents | N/A No statement identity, address, caption, affected-record, authority-language, or property-description contract. Formation certificate states LLC name, registered agent/address, principal office, optional dissolution date, any member-chosen matters, and each executor's name/address (§ 25.15.071) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, effective-time, acceptance, or fee rule. Ordinary certificate/amendment execution and effective date follow §§ 25.15.071, .076, .086 and ch. 23.95; those filings do not acquire missing authority-statement effects |
| Non-realty reliance, knowledge, and outsider effect | No filed-statement grant conclusiveness or limitation-notice rule. Member-managed: each member is LLC agent and can bind for ordinary-course matters. Manager-managed: each manager has that agency; member acting only as member and participant acting only on collective manager are not agents (§§ 25.15.151, .154) |
| Realty certified copy, recording, and constructive notice | No LLC-statement certified-copy recording, grant conclusiveness, or deemed-knowledge limitation rule in Chapter 25.15. Status-based ordinary-course agency may include an instrument under other law, but deed execution, acknowledgment, delivery, recording, title, notice, value, and priority remain separate |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, fixed expiration, renewal, dissolution cancellation, or postdissolution statement. Formation certificate may be amended at any time for proper purpose and must be corrected when materially false; this is not an authority-statement lifecycle (§ 25.15.076) |
| No-device states, agency alternatives, and title boundaries | Use current LLC agreement for management form/private delegation, current member/manager status, §§ 25.15.151-.157 for statutory agency, and transaction/land records under separate law. Formation or report filing does not certify actual/apparent authority, deed validity, title, priority, value, good faith, knowledge, or reliance in a particular deal |
Requirements one by one
Washington uses management form and agency, not a public statement
The complete current Chapter 25.15 has no standalone LLC statement granting or limiting authority, no named-person denial, and no certified-copy authority record for real property. Under RCW 25.15.006(8)-(10) and RCW 25.15.018(1)-(2), the LLC agreement chooses manager management, governs manager rights and duties, and may be oral, implied, recorded, or combined.
That means the principal authority record is usually private. A formation certificate may contain any other matters the members choose under RCW 25.15.071, but Chapter 25.15 gives an optional authority clause there no standalone statement-of-authority reliance or constructive-notice effect.
Public certificate mechanics do not create statement effects
The formation certificate states the LLC name, registered agent and address, principal office, optional dissolution date, other member-chosen matters, and each executor's name and address. Under RCW 25.15.076, it may be amended at any time for a proper purpose and must be amended when a manager or fallback member learns it has become materially false.
Under RCW 25.15.086, the forming person signs the original and a manager—or a member in a member-managed LLC—signs an amendment. Those filings follow the general Secretary of State mechanics in Chapter 23.95. They do not become a missing authority statement, so there is no statement-specific signer, caption, fee, effective time, denial, cancellation, or expiration to report.
Member-managed companies use member agency
Under RCW 25.15.151, management is vested in the members and a majority decides an ordinary-course difference unless another statutory rule applies. Each member is an LLC agent and has authority to bind the company for matters in the ordinary course of its activities.
The section does not create a value-giving reliance test, public grant, filed- limitation notice rule, or later-record priority system. Actual, apparent, delegated, and agreement-based authority beyond that status rule requires the complete company and transaction facts.
Manager-managed companies shift agency to managers
Under RCW 25.15.154, every manager is an LLC agent with ordinary-course binding authority. A member acting only as a member is not an agent. When a board, committee, or other group is the manager, a person acting only as a participant in that group is not independently an LLC agent.
Section 25.15.157 permits a member or manager to delegate management and control rights to other people without changing the delegator's status or making the delegate a member or manager. That private delegation does not create a statutory public reliance record.
Realty remains outside an authority-statement overlay
The ordinary-course agency rules can matter when a company actor signs an instrument, but Chapter 25.15 does not add a certified-copy grant, recorded limitation, deemed-knowledge rule, or conclusive realty reliance formula. Deed execution, acknowledgment, delivery, county recording, title, notice, priority, value, good faith, and knowledge therefore require their own law and facts.
What trips people up
- Partnership statements are not LLC statements. Chapter 25.05 has a statement-of-partnership-authority system; Chapter 25.15 does not copy it.
- Management form changes the statutory agent. Members carry the rule in a member-managed LLC; managers carry it in a manager-managed LLC.
- A collective manager does not make every participant an agent. Participant status alone is expressly insufficient.
- Delegation does not change status. A delegate does not become a member or manager merely by receiving management powers.
- An optional certificate clause has no special statement effect. The public filing and the statutory authority device are different concepts.
Common questions
Can a Washington LLC file the uniform statement of authority?
No. The current LLC chapter contains no standalone grant-or-limit statement.
Who has ordinary-course authority in a member-managed LLC?
Each member is an agent and may bind the LLC for ordinary-course matters under RCW 25.15.151.
Does a member bind a manager-managed LLC solely as a member?
No. RCW 25.15.154 shifts statutory agency to managers and denies agency based solely on membership.
Does Washington require a certified authority statement for LLC realty?
Chapter 25.15 does not create that requirement or effect. Realty instruments still require the separate execution, delivery, recording, and title analysis.
Statutes and sources
- RCW 25.15.006, 25.15.018, 25.15.071, 25.15.076, and 25.15.086 — LLC agreement, management form, formation certificate, amendment, and execution.
- RCW 25.15.151, 25.15.154, and 25.15.157 — member/manager ordinary-course agency, collective-manager boundary, and delegation.
All quotations are from the current official Chapter 25.15 RCW publication, accessed August 30, 2026.
Source links
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