§ 13-15 — Statement of authority

(a) A limited liability company may deliver to the Secretary of State for filing a statement of authority. The statement shall be executed and filed in accordance with Section 5-45 of this Act and: (1) must include the name of the company and the address of its principal place of business; and (2) may state the authority, or limitations on the authority, of any member or manager of the company or any other person to: (A) execute an instrument transferring real property held in the name of the company; or (B) enter into other transactions on behalf of, or otherwise act for or bind, the company. (b) To amend or cancel a statement of authority, a limited liability company must deliver to the Secretary of State for filing a statement of amendment or cancellation. The statement shall be executed and filed in accordance with Section 5-45 of this Act and must include: (1) the name of the limited liability company and the address of its principal place of business; (2) the date the statement of authority being amended or cancelled became effective; and (3) the contents of the amendment or a declaration that the statement of authority is canceled. (c) Except as otherwise provided in subsections (e) and (f), a limitation on the authority of a member or manager of the limited liability company contained in a statement of authority is not by itself evidence of knowledge or notice of the limitation by any person. (d) A grant of authority not pertaining to transfers of real property and contained in a statement of authority is conclusive in favor of a person that is not a member and that gives value in reliance on the grant, except to the extent that when the person gives value, the person has knowledge to the contrary. (e) A certified copy of a statement of authority that grants authority to transfer real property held in the name of the limited liability company and that is recorded in the office for recording transfers of the real property is conclusive in favor of a person that is not a member and that gives value in reliance on the grant without knowledge to the contrary. (f) If a certified copy of a statement of authority containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons that are not members are deemed to know of the limitation. (g) Unless previously cancelled by a statement of cancellation, a statement of authority expires as of the date, if any, specified in the statement of authority. (h) If the articles of organization state the authority or limitations on the authority of any person on behalf of a company, the authority stated or limited shall not bind any person who is not a member or manager until that person receives actual notice in a record from the company that agency authority is stated or limited in the articles. If the authority stated or limited in the articles of organization conflicts with authority stated or limited in a statement of authority filed with the Secretary of State under this Section on behalf of the company, the statement of authority is the effective statement and a person who is not a member or manager may rely upon the terms of the filed statement of authority notwithstanding conflicting terms in the articles of organization.

Legislative History

(Source: P.A. 101-553, eff. 1-1-20 .)