The filing that tells the world who can sign for your LLC

By David J.S. Madgett

Minnesota attorney, license no. 390494 · Published August 7, 2026

Your operating agreement says the manager needs unanimous member consent before selling company property. Your manager sells company property anyway. The buyer had no idea about your operating agreement.

Who wins?

Generally the buyer, because your operating agreement is a private contract among the members and the buyer is not a party to it. Chapter 322C gives you a public instrument for exactly this problem, and hardly anyone uses it.

What it does

Minn. Stat. § 322C.0302 lets an LLC file a statement of authority with the Secretary of State. It must include the company name and the street address of its registered office, and it “may state the authority, or limitations on the authority” of specified persons or positions — to transfer real property, or otherwise to bind the company.

You can grant authority (“the Manager may execute contracts up to $50,000”) or limit it (“no member may convey real property without a second signature”). Positions work as well as named people, which means the filing survives personnel changes.

The effect on outsiders

For ordinary transactions (subd. 5): a grant of authority “is conclusive in favor of a person that gives value in reliance on the grant,” unless that person knew otherwise, the statement was cancelled, or a conflicting limitation appears in another filed statement.

Conclusive is a strong word. Someone dealing with your LLC in reliance on a filed grant does not have to investigate further.

For real property (subd. 6): a statement granting authority to transfer real property is conclusive in favor of a person who gives value in reliance without knowledge to the contrary.

And the one that really matters (subd. 7): when a certified copy of a limitation on real property transfer authority is recorded in the real property records, all persons are deemed to know of the limitation.

Read that again. Recording the limitation in the county real property records gives constructive notice to the entire world. Nobody can claim they relied on apparent authority that your filing had already removed. For an LLC that holds real estate, this converts a private restriction into one that actually binds strangers.

The limit on the limit

Subdivision 3 keeps this in its lane: “A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.”

It governs the outside world. It does not resolve anything among the members themselves — that is still the operating agreement’s job. A manager who exceeds their internal authority may still be liable to the members even where the outside transaction stands.

So this is a complement to a good operating agreement, never a substitute for one. See what Minnesota law does if your operating agreement is silent.

Amending or cancelling

To amend or cancel, file a document stating the company name, the registered office street address, the caption of the statement being changed and the date it became effective, and either the contents of the amendment or a declaration that the statement is cancelled.

Keeping this current matters as much as filing it. A statement granting authority to a manager who left two years ago is a live grant a third party may rely on.

What it costs

From the Secretary of State’s fee schedule, for a Minnesota LLC — all mail-only filings:

Thirty-five dollars, by mail. None of these can be filed online.

When it is worth doing

File one if:

• the LLC owns or will acquire real estate — the recording provision in subdivision 7 is the strongest tool in the section;
• there are passive members and one active manager, and the passive members want a public ceiling on what the manager can do alone;
• you have a member you do not fully trust with the checkbook, and you would rather constrain them publicly than argue about it later; or
• the company is large enough that counterparties ask who has signing authority.

Skip it if you are a single-member LLC. You are the only person who can bind it, and there is nobody to limit.

The related filing

Subdivision-adjacent, and worth knowing: a statement of denial ($35, mail only) lets a person named in a statement of authority deny that they hold the authority attributed to them. If you have been named as having authority you do not want — after leaving a company, for instance — that is the instrument.