A person hands you a card that says “Manager, North Loop Holdings LLC.” He signs a purchase agreement. Later the company says he had no authority and the deal is void.
Under Minnesota’s LLC act, the card was never worth anything. Minn. Stat. § 322C.0301, subd. 1, in its entirety:
A member is not an agent of a limited liability company solely by reason of being a member.
That single sentence removed the old assumption that ownership carries the power to bind. In its place, chapter 322C offers a public filing that any Minnesota LLC may make and that nothing in the formation process produces. The result is a statute with a well-designed answer to the authority problem and a default condition in which almost none of the machinery is turned on.
The parts that surprise people are not that the filing exists. They are that a filed grant of authority is conclusive while a filed limitation is generally invisible, that the real-property rules run in the opposite direction from the personal-property rules, and that a statement of authority in Minnesota has no expiration date.
Does a Minnesota LLC member or manager have authority to bind the company?
Not by title alone, and the chapter is more careful about this than most readers notice.
Members. Section 322C.0301, subd. 1 says no.
Governors, in a board-managed company. Section 322C.0407, subd. 4(1) is explicit: “the board acts only through an act of the board”; “no individual governor has any right or power to act for the limited liability company”; and “only officers, managers, or other agents designated by the board or through a process approved by the board have the right to act for the limited liability company, and that right extends only to the extent consistent with the terms of the designation.” That subdivision is expressly made “subject to section 322C.0302.”
Managers, in a manager-managed company. Here the chapter is quieter than people assume. Section 322C.0407, subd. 3(1) provides that “any matter relating to the activities of the company is decided exclusively by the managers.” That is a rule about who decides internally. It is not a grant of agency power to bind the company to a third party, and chapter 322C contains no provision giving a manager statutory agency by virtue of the title.
What fills the gap is ordinary agency law, which the chapter preserves: “A person’s status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person’s conduct.” § 322C.0301, subd. 2. Actual authority, apparent authority, ratification, and estoppel all remain available — but each is a fact question, litigated after the deal has gone wrong. Section 322C.0302 exists to convert that fact question into a public record.
What a statement of authority can say
Minn. Stat. § 322C.0302, subd. 1. A limited liability company may file with the secretary of state a statement of authority. It must include the company name and the street address of its registered office, and it may state:
- for a position — “with respect to any position that exists in or with respect to the company” — the authority, or limitations on the authority, of all persons holding that position; or
- for a specific person — the authority or limitations on that person’s authority;
in each case as to “(i) execute an instrument transferring real property held in the name of the company; or (ii) enter into other transactions on behalf of, or otherwise act for or bind, the company.”
Note the two axes: position or person, and real property or everything else. Those two distinctions run through the entire section, and getting them wrong is how a filing fails to do what its drafter intended.
And you cannot shortcut it through the articles of organization. Articles must state only the company’s name, the street address of the initial registered office (and the registered agent’s name if there is one), and each organizer’s name and street address. § 322C.0201, subd. 2. Optional matters may be added, but: “However, a statement in articles of organization is not effective as a statement of authority.” § 322C.0201, subd. 3.
That is why nothing about forming a Minnesota LLC produces one. Formation asks for three items, none of which is authority, and expressly forecloses using the articles as a substitute. It belongs on the list of things to do after the entity exists — see our Minnesota small business startup checklist.
Grants are conclusive. Limitations usually are not.
This asymmetry is the design of the section and it is not intuitive.
A filed limitation gives no notice. Section 322C.0302, subd. 4: “Subject to subdivision 3 and section 322C.0103, subdivision 4, and except as otherwise provided in subdivisions 6, 7, and 8, 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.”
Read that again if you are the company. You may file a statement telling the world that your manager cannot sign anything over $50,000, and — outside the real-property rules — the filing alone does not charge anyone with knowing it.
A filed grant, by contrast, is conclusive. For everything other than real property, subdivision 5: a grant of authority “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 subdivision 2, or (3) a limitation on the grant is contained in a later-effective statement of authority.
So a statement of authority is a one-way instrument in ordinary commerce: it is a powerful tool for enabling a signature and a weak tool for restricting one. A company that wants to restrict a manager’s authority against third parties has to do it the old way — by controlling what the manager is held out as able to do, and by putting the limit into the contracts themselves.
The real-property rules, and the order of operations
For real property the section flips, and this is where the money is.
A grant works without recording. Subdivision 6: an effective statement of authority granting authority to transfer real property held in the company’s name, “whether or not a certified copy of the statement is recorded in the real property records, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary” — subject to two exceptions.
But taking the grant back requires recording. Those two exceptions are (1) the statement “has been canceled or restrictively amended under subdivision 2 and a certified copy of the cancellation or restrictive amendment has been recorded in the real property records,” or (2) a later-effective statement contains a limitation “and a certified copy of the later-effective statement is recorded in the real property records.”
Here is the trap. Compare subdivision 5(2) with subdivision 6(1). For non-real-property authority, cancelling or restrictively amending the statement at the secretary of state is enough to defeat a third party’s reliance. For real-property authority, it is not — a certified copy of the cancellation or restrictive amendment must also be recorded in the real property records. A company that files a cancellation with the secretary of state, closes the file, and does not record has left a conclusive real-property grant standing in favor of anyone who gives value without actual knowledge.
Recording a limitation, on the other hand, binds the world. Subdivision 7: “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 real property records, all persons are deemed to know of the limitation.” Section 322C.0103, subd. 4(1) says the same thing from the notice side — a non-member “is deemed … to know of a limitation on authority to transfer real property as provided in section 322C.0302, subdivision 7.”
What “recorded in the real property records” actually requires. Section 322C.0102, subd. 23 defines it, and the definition contains a requirement that is easy to miss:
“Recorded in the real property records” means that a certified copy of a statement meeting the applicable requirements of this chapter, including containing a legal description of the property affected by the statement, as filed with the secretary of state, has been recorded in the Office of the County Recorder in the county in which the real property affected by the statement is located or, if the real property is registered under chapter 508 or 508A, has been recorded in the office of the applicable registrar of titles and memorialized on the certificate of title for that property.
So the legal description has to be in the statement as filed with the secretary of state — you cannot add it at the counter. That drives the sequence:
- Draft the statement with the legal description of the affected property in it.
- File it with the secretary of state. Records under this chapter must be “captioned to describe the record’s purpose,” be in a permitted medium, and be delivered with the filing fee — § 322C.0205, subd. 1 refers to “the filing fee of $35 or any filing fee specified in this chapter for the filing,” so confirm the current amount before filing.
- Obtain a certified copy. § 322C.0205, subd. 2.
- Record the certified copy with the county recorder — or, for Torrens property, with the registrar of titles, and get it memorialized on the certificate of title.
A record may specify an effective time and a delayed effective date, but a delayed effective date runs no later than “the 90th day after the record is filed.” § 322C.0205, subd. 3(3), (4).
Quick reference
| The filing says | Non-real-property effect | Real-property effect |
|---|---|---|
| Grant of authority | Conclusive in favor of a person who gives value in reliance, absent contrary knowledge, cancellation/restrictive amendment, or a later limiting statement — § 322C.0302, subd. 5 | Conclusive in favor of a person who gives value in reliance without knowledge to the contrary, recorded or not — subd. 6 |
| Limitation on authority | “[N]ot by itself evidence of knowledge or notice of the limitation by any person” — subd. 4 | If a certified copy is recorded in the real property records, “all persons are deemed to know of the limitation” — subd. 7; § 322C.0103, subd. 4(1) |
| Cancellation or restrictive amendment | Effective on filing with the secretary of state to defeat reliance — subd. 5(2) | Must also be recorded in the real property records to defeat reliance on a prior grant — subd. 6(1) |
| Statement of dissolution or termination | — | A cancellation of any filed statement of authority for subd. 6 purposes, and a limitation on authority for subd. 7 purposes — subd. 8 |
It does nothing among the members
One sentence closes off a use that people reach for constantly. Subdivision 3: “A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.”
A statement of authority is not a governance document. It does not decide who may act internally, it does not restrict a manager as against the members, and it does not resolve an intra-company dispute about who was allowed to do what. Those questions belong to the operating agreement and to § 322C.0407 — see Minnesota LLC operating agreements and the statutory defaults, and, on what happens when the managers cannot agree, the 50/50 deadlock problem.
Amending, cancelling, denying — and the person who wants out
To amend or cancel, the company files an amendment or cancellation with the secretary of state stating the company’s name, the street address of its registered office, “the caption of the statement being amended or canceled and the date the statement being affected became effective,” and the contents of the amendment or a declaration that the affected statement is canceled. § 322C.0302, subd. 2.
A person named in a statement can disown it. Under § 322C.0303, a person named in a filed statement of authority granting that person authority may file a statement of denial providing the company’s name and the caption of the statement it pertains to, and denying the grant. A statement of denial “operates as a restrictive amendment under this section and may be recorded by certified copy in the real property records for the purposes of subdivision 6, clause (1).” § 322C.0302, subd. 10. The filing mechanics differ slightly: for a statement of denial the secretary of state sends an image of the filed statement and a fee receipt both to the person who filed it and to the limited liability company. § 322C.0205, subd. 1(1).
That matters to a departing manager. If a statement of authority names you and you leave, the statement does not follow you out the door — but a statement of denial is a filing you can make yourself, without the company’s cooperation.
Dissolution has a built-in effect, with an override. An effective statement of dissolution or termination “is a cancellation of any filed statement of authority for the purposes of subdivision 6 and is a limitation on authority for the purposes of subdivision 7,” subject to subdivision 9. Subd. 8. After dissolution the company may file, and record where appropriate, a postdissolution statement of authority, which “operates as provided in subdivisions 6 and 7.” Subd. 9. That is what lets a dissolved company still convey real estate in winding up.
How long does a Minnesota statement of authority last?
Chapter 322C sets no expiration. Section 322C.0302 contains no term of years, no renewal requirement, and no automatic lapse. A statement of authority remains effective until it is amended or canceled under subdivision 2, superseded by a later-effective statement, denied under § 322C.0303, or displaced by a statement of dissolution or termination under subdivision 8.
Put that next to subdivisions 5 and 6 and the exposure is obvious. A statement filed in 2016 naming a manager who resigned in 2019 continues to make a grant of authority conclusive in favor of a third party who gives value in reliance without contrary knowledge. For real property it continues to do so until a certified copy of the cancellation is recorded in the county where the land sits, no matter what the secretary of state’s file says.
This is the maintenance obligation that gets skipped, because the filing was optional in the first place and nothing prompts anyone to revisit it.
What to do
If you are the LLC:
- File before a real estate closing, not during one. Subdivision 6 makes the grant conclusive without recording, which makes a filed statement the cleanest way to give a title company and a buyer certainty about who signs the deed.
- Name the position, the person, or both — deliberately. A position-based grant survives turnover. A person-based grant does not, which is sometimes exactly what you want.
- Include the legal description if real property is involved, in the version filed with the secretary of state. § 322C.0102, subd. 23.
- Calendar a review whenever a manager or officer changes. Amendment or cancellation under subdivision 2 is the whole remedy, and it is only as current as your file. When you cancel a real-property grant, record the cancellation — filing it with the secretary of state alone does not reach subdivision 6(1).
- Do not put authority language in the articles and think you are done. § 322C.0201, subd. 3.
If you are the third party:
- Search for a statement of authority, and for later ones. Subdivisions 5(3) and 6(2) both turn on whether a later-effective statement contains a limitation. One search of one record is not enough.
- For real property, search the real property records too — a recorded limitation charges you with knowledge under subdivision 7 whether you looked or not.
- If there is no statement, get authority the contractual way. A member or manager resolution, a certificate of incumbency, and a signature block reciting the signer’s authority are not as strong as a filed statement, but they are what is available in most Minnesota deals.
- Remember that “knowledge to the contrary” defeats the grant. Subdivisions 5(1) and 6 both carve out the party who knows better.
- In an acquisition, treat authority as a diligence item. Whether you are buying the assets or the ownership interests changes who has to sign what — see asset purchase versus stock purchase in Minnesota.
Minnesota built a clean public-record answer to the oldest question in closely held business — can this person sign? — and then made using it entirely voluntary. In the absence of a filing, everyone is back to common-law agency, which is to say back to a fact dispute. The statement of authority costs a filing fee and an hour. The dispute costs considerably more, and it happens after the money has moved.
Madgett Law, LLC handles authority questions on both sides of the closing table — preparing and recording statements of authority for Minnesota LLCs, reviewing them for buyers, lenders, and title companies, and litigating the question when a signature is challenged after the fact. If your company’s real estate is titled in an LLC and nobody has looked at who is authorized to convey it, that is a one-hour review worth doing. Send us a message or call 612-470-6529.
Sources: Minn. Stat. § 322C.0301 (subd. 1, a member is not an agent solely by reason of being a member; subd. 2, other law not affected); Minn. Stat. § 322C.0302 (statement of authority — subd. 1, permissive filing with the secretary of state, required contents, and optional statements of authority or limitations by position or by specific person as to transfers of real property and other transactions; subd. 2, amendment or cancellation and its required contents; subd. 3, statements effective only as to persons that are not members; subd. 4, a filed limitation is not by itself evidence of knowledge or notice; subd. 5, a grant not pertaining to real property is conclusive in favor of a person giving value in reliance, subject to knowledge to the contrary, cancellation or restrictive amendment, and later-effective limiting statements; subd. 6, a real-property grant is conclusive whether or not recorded, subject to a recorded cancellation or restrictive amendment or a recorded later-effective limiting statement; subd. 7, a recorded limitation on authority to transfer real property is deemed known by all persons; subd. 8, effect of a statement of dissolution or termination; subd. 9, postdissolution statements of authority; subd. 10, a statement of denial operates as a restrictive amendment and may be recorded); Minn. Stat. § 322C.0303 (statement of denial by a person named in a filed statement of authority); Minn. Stat. § 322C.0103, subd. 4(1) (a non-member is deemed to know of a limitation on authority to transfer real property as provided in § 322C.0302, subd. 7); Minn. Stat. § 322C.0102, subd. 23 (definition of “recorded in the real property records,” including the requirement that the statement as filed with the secretary of state contain a legal description of the affected property, and the county recorder / registrar of titles and certificate-of-title memorialization requirements); Minn. Stat. § 322C.0205 (subd. 1, delivery and caption requirements, the reference to “the filing fee of $35 or any filing fee specified in this chapter,” and the separate notice to the company for a statement of denial; subd. 2, certified copies; subd. 3, effective time and date, including the 90-day cap on a delayed effective date); Minn. Stat. § 322C.0201 (subd. 2, required contents of articles of organization; subd. 3, “a statement in articles of organization is not effective as a statement of authority”); Minn. Stat. § 322C.0407 (subd. 3(1), manager-managed decision-making; subd. 4(1), board acts only through an act of the board, no individual governor has power to act, and only designated officers, managers, or agents may act, subject to § 322C.0302) (Minnesota Office of the Revisor of Statutes, 2025 Minnesota Statutes). Section 322C.0302 contains no expiration, renewal, or automatic-lapse provision; the statements in this article about duration reflect the absence of such a provision in the section’s text. Filing fees are set by statute and by the Secretary of State and change; confirm current amounts before filing. This article is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. Whether any particular signature bound a particular company depends on the specific facts, the filings of record, and the governing law. No outcome is promised or implied.