LLC Statement-of-Authority and Third-Party Reliance Requirements in West Virginia
At a glance
| Governing law, public authority device, and scope | West Virginia Uniform LLC Act, W. Va. Code ch. 31B; ordinary domestic LLC. No separate general statement-of-authority device; public articles identify instrument-authorized members/initial managers and can affect outsider reliance, while § 31B-3-301 supplies agency and realty-instrument rules |
|---|---|
| Eligible filer, public filing office, and form | No separate authority-statement filer, Secretary-of-State form, or named grantee denial. LLC separately files articles and amendments with Secretary of State under Article 2 (§§ 31B-2-202 to -206) |
| Person or position, grant or limit, and transaction scope | No stand-alone person/position grant/limit statement. Articles name each member with authority to execute instruments and each initial manager and may contain lawful additional matters; agency otherwise follows member/manager status and transaction scope (§§ 31B-2-203, 31B-3-301) |
| Company identity, addresses, caption, and required contents | N/A No authority-statement identity, address, affected caption/date, named person/position, transaction category, or realty-description contract. Articles separately contain LLC identity, office/agent data, authorized-member and initial-manager names/addresses, management form, term, liability, and purpose (§ 31B-2-203) |
| Signer, delivery, effective time, fee, and acceptance | N/A No authority-statement signer, delivery, acknowledgment, effective time, acceptance, or statement-specific fee. Articles/amendments use manager/member or other listed signer, SOS-permitted medium, filing-time or ≤90-day delayed effect, and their own fees (§§ 31B-2-204 to -206) |
| Non-realty reliance, knowledge, and outsider effect | No filed-grant conclusiveness. Articles prevail over conflicting operating agreement for nonmembers/transferees who reasonably rely to detriment. Ordinary-course member/manager act binds unless actor lacked authority and counterparty knew or had notice; outside-course act needs authorization (§§ 31B-2-203(c), 31B-3-301(a)-(b)) |
| Realty certified copy, recording, and constructive notice | No LLC-statement certified-copy recording or deemed-knowledge rule. Unless articles limit authority, member of member-managed or manager of manager-managed LLC may sign/deliver realty instrument; instrument is conclusive for value-giving person without knowledge of signer’s lack of authority (§ 31B-3-301(c)) |
| Amendment, denial, cancellation, expiration, and dissolution | N/A No statement amendment, denial, cancellation, automatic expiration, renewal, dissolution cancellation, or postdissolution statement. Articles may be amended/restated anytime; separate postdissolution acts bind when appropriate to winding up or when pre-dissolution rule would bind and counterparty lacks dissolution notice (§§ 31B-2-204, 31B-8-804) |
| No-device states, agency alternatives, and title boundaries | Use current articles for instrument-authorized member and initial-manager disclosures/reliance, operating agreement for internal allocation, and § 31B-3-301 for member/manager agency and realty instruments. None certifies actual/apparent authority, deed validity, title, value, good faith, knowledge, notice, priority, or protected reliance in a particular deal |
Requirements one by one
West Virginia uses public articles, not a separate authority statement
The complete current Chapter 31B contains no filing comparable to a uniform- act statement of authority. There is therefore no separate authority-statement filer, person-or-position grant or limit, denial, statement-specific fee or effective time, certified-copy realty overlay, or automatic expiration rule.
The public articles perform part of that work in a different form. Under W. Va. Code § 31B-2-203, they name each member with authority to execute instruments for the LLC and, for a manager-managed company, each initial manager. They may include lawful additional matters. If an operating agreement conflicts with the articles, the agreement controls internally, but the articles control for a nonmanager, nonmember, or nontransferee who reasonably relies on them to the person’s detriment.
Articles changes use their own filing mechanics
Under § 31B-2-204, an LLC may amend or restate its articles at any time. Sections 31B-2-205 to -206 supply the signer, filing-medium, delivery, acceptance, and effective-time rules for those records, including a delayed date no more than ninety days after filing. Those records remain articles and amendments; they do not become a distinct authority statement with a denial or fixed expiration.
Outsider binding turns on management form, transaction scope, and knowledge
Section 31B-3-301(a) makes each member an agent of a member-managed company for its business. An apparently ordinary-course act binds unless the member lacked authority and the counterparty knew or had notice of that lack; an act outside the apparent ordinary course needs authorization by the other members.
In a manager-managed company, member status alone creates no agency. A manager has the parallel ordinary-course agency rule, while an outside-course act requires the authorization identified in the statute. This architecture is not a filed-grant conclusiveness or filed-limitation notice system.
Realty instruments have a separate conclusive effect
Under § 31B-3-301(c), 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.
That rule turns on the articles, signer status, instrument, value, and knowledge. Chapter 31B does not add a separate authority-statement certified- copy recording or deemed-knowledge system. Deed execution, acknowledgment, ordinary recording, title, fraud, and priority remain outside this survey.
After dissolution, § 31B-8-804 separately binds the LLC for an appropriate winding-up act or an act that would have bound it before dissolution when the other party lacks notice of dissolution. It does not create a postdissolution authority statement.
What trips people up
- The articles are not the uniform-act statement. They disclose authorized members and initial managers but have no denial or five-year lifecycle.
- Internal and outsider effects split. A conflicting operating agreement controls internally while the articles can control for a qualifying relying outsider.
- Realty conclusiveness attaches to the instrument. It is not conditioned on recording a certified copy of a separate authority statement.
- Manager management changes the statutory agent. A member is not an agent merely because of membership in a manager-managed LLC.
Common questions
Can a West Virginia LLC file the uniform-act authority statement?
Not under current Chapter 31B. It uses articles, operating-agreement allocation, member-or-manager agency, and a realty-instrument rule instead.
Do the articles prove every signer’s authority?
No. They can affect a qualifying outsider’s reasonable reliance, but the management form, current records, transaction, authority, and knowledge still matter.
Does a private operating agreement control over the public articles?
It controls for managers, members, and member transferees. The articles can control for other persons who reasonably rely on them to their detriment.
Is a certified authority statement required for a realty instrument?
No separate statement exists. Section 31B-3-301(c) supplies its own signer, value, and knowledge rule for the instrument.
Statutes and sources
- W. Va. Code §§ 31B-2-203 to -206 — public articles, outsider reliance, amendment, signers, filing, and delayed effect.
- W. Va. Code § 31B-3-301 — member/manager agency, ordinary-course and outside-course acts, realty signer, value, knowledge, and conclusiveness.
- W. Va. Code § 31B-8-804 — postdissolution binding and winding-up boundary.
All quotations are from the current official West Virginia Code whole-chapter publication, accessed August 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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