What Is a Statement of Authority for an LLC?

A Statement of Authority for an LLC is a document filed with the state that tells the public who has the power to act for the company, including who can sign contracts and, most importantly, who can transfer real estate the LLC owns. Under the Revised Uniform Limited Liability Company Act (RULLCA), holding a membership interest does not automatically make someone an agent of the LLC.¹ The statement closes that gap. It gives title companies, lenders, and buyers a public record they can check instead of taking anyone’s word for it.

Operating agreements settle authority internally, but they are private. A buyer about to wire funds for a building has no practical way to confirm that the person signing the deed really speaks for the LLC. A Statement of Authority solves that by putting the answer in the public record.

What the Statement Can Grant or Limit

The filing is flexible. An LLC can use it to confer broad powers or to impose narrow restrictions, and it can tie authority either to a role or to a specific individual.¹

Position-based authority describes what everyone holding a given title (managing member, chief operating officer) can or cannot do. This travels with the role as people come and go.
Person-specific authority names an individual and defines that person’s powers. It is common when the LLC is lining up one particular transaction, like the sale of a single property.

A statement can just as easily restrict authority. An LLC that wants to prevent any single member from selling company property without a full vote can say so in the filing. Once properly recorded, that limitation becomes a defense against unauthorized deals.

What Goes on the Form and Where to File It

Specific forms vary by state, but RULLCA sets a baseline. A Statement of Authority needs:

The LLC’s legal name exactly as it appears on the articles of organization.
The name and street address of the LLC’s registered agent.¹
The grant or limitation of authority, including whether it applies to a named person or a position, and whether it covers real property transfers, other transactions, or both.

The completed statement goes to the Secretary of State or whichever office handles business filings in your state. Most states accept online submissions; paper filings by mail or in person are generally still available. Fees vary, and not every state publishes a separate fee for this filing, so check the current amount with your state’s business filing office before submitting.

When the state accepts the document, keep the file-stamped copy or confirmation in the LLC’s records. A title company, lender, or buyer will ask for it.

Accuracy matters. If the statement names “John Smith, Managing Member” and the operating agreement gives that title to someone else, the mismatch can stall a closing or hand a counterparty an argument that the transaction was unauthorized.

The Double-Filing Rule for Real Property

This is the point where most people go wrong. Filing with the Secretary of State is not enough when the authority involves real estate. Under RULLCA, a statement about authority to transfer real property only becomes conclusive proof for a good-faith buyer if a certified copy is also recorded in the office that records transfers of that property, usually the county recorder or register of deeds where the property sits.¹

The reason is practical. A title examiner searching land records looks in the county, not in the Secretary of State’s business database. A statement that lives only at the state level is invisible to the people who most need to find it.

The same double-filing rule applies to limitations. If the LLC wants to publicly cap someone’s power to sell company-owned land, that restriction has to be recorded in the county land records. Once a certified copy of a limiting statement is recorded there, everyone is deemed to know about it, whether they actually checked or not.¹ That constructive-notice rule is one of the strongest tools an LLC has against unauthorized property transfers.

What Third Parties Can Rely On

The force of the statement depends on what kind of transaction is in play.

For real property, a properly filed and recorded grant of authority is conclusive in favor of a buyer who pays value and relies on it in good faith without knowing it has been revoked or restricted.¹ Conclusive means the LLC generally cannot come back later and argue that the signer lacked authority. That protection falls away if a cancellation or restrictive amendment has already been recorded in the land records before the buyer closes.

For everything else, like leases, bank accounts, and supply contracts, the statement carries less weight. It only binds third parties who actually know about it and rely on it. There is no constructive notice for non-real-property deals. Expect a bank to still ask for the operating agreement or a corporate resolution even when a Statement of Authority is on file.

Keeping the Record Current

People leave, titles change, and one-off deals close. To amend or cancel a Statement of Authority, the LLC files a new document with the Secretary of State that identifies the original statement by its effective date and either states the updated terms or declares the statement canceled.¹ If the original was recorded in county land records, the amendment or cancellation needs to be recorded there too. Otherwise, a title searcher will still find the old grant.

Letting outdated authority sit on the record is a real exposure. If a departed manager’s name remains on a recorded statement, a counterparty could close a deal with that person and point to the public record as proof of good-faith reliance. The LLC may be stuck with the result.

Statement of Denial

A person named in a Statement of Authority who did not authorize the filing, or who no longer wants the responsibility, can file a Statement of Denial with the Secretary of State. The denial must identify the LLC, reference the original statement, and reject the grant. It is all or nothing; a named person cannot deny part of the authority and keep the rest.¹ For real property, the person denying authority should also record a certified copy of the denial in the county land records so it appears in a title search.

If the LLC Dissolves

You do not need a separate cancellation when the company itself winds up. An effective statement of dissolution or termination automatically operates as a cancellation of any filed Statement of Authority at the Secretary of State, and as a limitation on authority for county land records purposes.¹

Automatic Expiration After Five Years

Even if nobody touches it, a Statement of Authority does not last forever. Under RULLCA it expires automatically five years after its effective date, or five years after the most recent amendment, whichever is later. No separate cancellation filing is required for the expiration to take effect.¹

For an LLC that holds property long term, this is a calendar item. A statement that lapses quietly can derail a future sale when the title company finds no current authority on file. If the authority still needs to be on the record after five years, file a new statement or an amendment to restart the clock.

State Variations

RULLCA is a model act, not federal law. Each state that adopts it can change the provisions, and some states run on their own LLC statutes that handle authority differently. The core framework described here, including the public filing, the recording step for real property, and the five-year expiration, appears in RULLCA as written, but your state may use a different form, charge a different fee, require additional information, or set a different expiration period. Check your state’s LLC act and the Secretary of State’s filing instructions before you submit.

1
Bureau of Indian Affairs. Uniform Limited Liability Company Act (2006)