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

At a glance

Requirements one by one

Wisconsin provides a general filed authority statement

Under Wis. Stat. § 183.0302(1)-(5), the LLC may deliver a statement of authority to the Department of Financial Institutions. It may address everyone holding a company position or one specific person and may grant or limit authority to sign an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.

The original states the company name, registered-office Wisconsin street address, and registered agent's name and e-mail address. Section 183.0122(1) permits a department-set fee for a chapter filing not enumerated in the statutory fee list; the statute supplies no authority-statement dollar amount.

Non-realty grants protect qualifying reliance

Section 183.0302(3)-(5) confines the statement to power to bind the LLC to nonmembers. An effective non-realty grant is conclusive for someone who gives value in reliance unless that person has contrary knowledge, the statement was already canceled or restrictively amended, or a later-effective statement contains a limitation.

An effective limitation ordinarily is not by itself evidence of anyone's knowledge or notice, subject to the section's outsider, general-notice, and realty exceptions. Separately, Wis. Stat. § 183.0103(2m) says a filed statement of authority or denial is notice of the matters it identifies. These provisions should be read with their express qualifications rather than treating every limitation as conclusive in every transaction.

Realty effects depend on county recording

Under § 183.0302(6)-(11), a grant of authority to transfer LLC realty becomes conclusive for a value-giving person who relies without contrary knowledge only when a certified copy is recorded with the register of deeds in the county where the property lies. A recorded certified copy of a limitation makes all persons deemed to know the limitation.

A recorded certified copy of a restrictive amendment or cancellation, or of a later-effective limiting statement, defeats the earlier grant under the section's stated conditions. The filing-office record and county land record therefore perform different jobs.

Renewal, denial, and dissolution alter the record

An amendment or cancellation repeats the company and registered-agent data, identifies when the affected statement became effective, and gives the change or cancellation declaration. A renewal may be filed during the three months before automatic cancellation and begins a new five-year period when filed.

Under § 183.0303, a person named in a filed grant may file a denial giving the LLC name and affected statement's caption and denying the grant. Section 183.0302(11) treats it as a restrictive amendment.

A statement otherwise cancels five years after the original, most recent amendment, or renewal became effective. A dissolution or termination statement changes the earlier statement's realty effects, but the LLC may file and, where appropriate, record a labeled post-dissolution authority statement.

What trips people up

• Department filing is not enough for the special realty protection. The certified copy must also be in the county land records.
• A grant and a limitation do not work identically. Non-realty grant conclusiveness and limitation notice have different statutory tests.
• Renewal has a narrow window. It must be delivered during the three months before the five-year cancellation would occur.
• A denial is not merely private disagreement. Once effective, it operates as a restrictive amendment and may be recorded by certified copy for the realty rule.
• Automatic cancellation needs no county recording. The five-year rule says cancellation operates without another recording under the realty subsections.

Common questions

May the statement name a job title instead of an individual?

Yes. It may state the authority or limits of everyone holding a company position, or it may address one specific person.

Does every filed limitation automatically prove actual knowledge?

No. Section 183.0302(4) expressly says an effective limitation is not by itself evidence of knowledge or notice, subject to its stated exceptions.

How long does a Wisconsin authority statement last?

Generally five years from the statement, latest amendment, or latest renewal, unless it is canceled earlier.

Can a named person reject the filed authority?

Yes. That person may file the denial described in § 183.0303.

Statutes and sources

• Wis. Stat. §§ 183.0103(2m) and 183.0122(1) — filed-statement notice and department-set fee authority for unlisted records.
• Wis. Stat. § 183.0302 — contents, grants and limits, reliance, certified- copy realty recording, renewal, cancellation, dissolution, and denial effect.
• Wis. Stat. § 183.0303 — who may file a denial and its contents.

All quotations are from the current official Wisconsin Chapter 183 publication and linked official section views, published and certified August 5, 2026, and accessed August 30, 2026.