§ 21-127 — Statement of authority

(RULLCA 302) (a) A limited
liability company may deliver to the Secretary of State for filing a statement
of authority. The statement:
(1) must include the
name of the company and the street and mailing addresses of its designated
office;
(2)
with respect to any position that exists in or with respect to the company,
may state the authority, or limitations on the authority, of all persons holding
the position 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; and
(3)
may state the authority, or limitations on the authority, of a specific 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 filed by the Secretary of State
under subsection (a) of section 21-121 , a limited liability company must deliver
to the Secretary of State for filing an amendment or cancellation stating:
(1) the name of the company;
(2) the street and mailing
addresses of the company's designated office;
(3) the caption of the statement
being amended or canceled and the date the statement being affected became
effective; and
(4)
the contents of the amendment or a declaration that the statement being affected
is canceled.
(c)
A statement of authority affects only the power of a person to bind a limited
liability company to persons that are not members.
(d) Subject to subsection (c) of
this section and subsection (d) of section 21-103 and except as otherwise
provided in subsections (f), (g), and (h) of this section, a limitation on
the authority of a person or a position contained in an effective statement
of authority is not by itself evidence of knowledge or notice of the limitation
by any person.
(e)
Subject to subsection (c) of this section, a grant of authority not pertaining
to transfers of real property and contained in an effective statement of authority
is conclusive in favor of a person that gives value in reliance on the grant,
except to the extent that when the person gives value:
(1) the person has knowledge
to the contrary;
(2)
the statement has been canceled or restrictively amended under subsection
(b) of this section; or
(3)
a limitation on the grant is contained in another statement of authority that
became effective after the statement containing the grant became effective.
(f) Subject to subsection
(c) of this section, an effective statement of authority that grants authority
to transfer real property held in the name of the limited liability company
and that is recorded by certified copy in the office for recording transfers
of the real property is conclusive in favor of a person that gives value in
reliance on the grant without knowledge to the contrary, except to the extent
that when the person gives value:
(1) the statement has been canceled or restrictively
amended under subsection (b) of this section and a certified copy of the cancellation
or restrictive amendment has been recorded in the office for recording transfers
of the real property; or
(2)
a limitation on the grant is contained in another statement of authority that
became effective after the statement containing the grant became effective
and a certified copy of the later-effective statement is recorded in the office
for recording transfers of the real property.
(g) Subject to subsection (c) of
this section, if a certified copy of an effective statement 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 are deemed to know of the limitation.
(h) Subject to subsection (i) of
this section, an effective statement of dissolution or termination is a cancellation
of any filed statement of authority for the purposes of subsection (f) of
this section and is a limitation on authority for the purposes of subsection
(g) of this section.
(i)
After a statement of dissolution becomes effective, a limited liability company
may deliver to the Secretary of State for filing and, if appropriate, may
record a statement of authority that is designated as a post-dissolution statement
of authority. The statement operates as provided in subsections (f) and (g)
of this section.
(j)
Unless earlier canceled, an effective statement of authority is canceled by
operation of law five years after the date on which the statement, or its
most recent amendment, becomes effective. This cancellation operates without
need for any recording under subsection (f) or (g) of this section.
(k) An effective statement
of denial operates as a restrictive amendment under this section and may be
recorded by certified copy for the purposes of subdivision (f)(1) of this
section.

Legislative History

Source: Laws 2010, LB888, § 27.