Put on record who can sign for your company.
You are closing on property, opening a credit facility, or signing a major contract, and the other side wants proof of exactly who is allowed to bind the company. A Statement of Authority is the state filing that answers that, naming who can act for the entity and, just as usefully, who cannot. We prepare and file it with the Secretary of State so the authority is a matter of public record.
A signature is easy. Proving it was authorized is the hard part.
When a company signs for something significant, a building, a loan, a long lease, the counterparty needs to know the person signing could actually commit the business. Your Operating Agreement may say so, but they cannot see it, and they will not take it on faith. A Statement of Authority puts that answer on the public record at the Secretary of State: these people can bind the company for these purposes, and these cannot. It removes the argument before it starts.
So what does the state actually record? Here is the document.
A filed record of who speaks for the company.
A Statement of Authority is a filing many states allow, most often for LLCs, that names the people or positions authorized to act for the entity and defines the scope of that authority. It can grant broad power, limit it to specific acts like transferring real property, or expressly deny authority to someone. Once filed with the Secretary of State, third parties are entitled to rely on it. We prepare the statement to match your intent and file it, then store the recorded copy in your vault.
Naming the signer is the mechanism. Here is what it lets you close.
One filing that keeps deals moving.
A Statement of Authority is usually filed right before a transaction that hinges on trust in the signer. This is what it clears the way for.
Title companies and buyers rely on it to confirm the person signing can transfer or encumber company property.
Banks accept it as proof of who may open accounts, borrow, or sign on behalf of the entity.
By naming who cannot bind the company, it guards against an unauthorized signature committing the business.
In a multi-member LLC it sets, on the record, which members or managers hold which powers.
Lenders reviewing a facility want a clean answer on signing authority before they commit funds.
Because it is filed, anyone dealing with your company can verify authority without asking for internal documents.
One thing decides whether this is your filing. Does your state offer it?
Right for some entities and states, and not others.
The Statement of Authority comes from the modern LLC statutes many states have adopted. Where it exists, it is a clean tool. Where it does not, or for corporations, the same job is done a different way. Here is how to tell which applies to you.
This fits when
- You are an LLC in a state that authorizes the statement.
- You are closing on real property and the title company wants recorded authority.
- A bank or lender asks for proof of who can sign.
- You want to limit or deny a person's power on the public record.
Use another tool if
- Your state does not offer the statement. An authorizing resolution or the Operating Agreement covers it.
- You are a corporation. Authority runs through board resolutions and bylaws.
- You only need internal clarity, not a public record. Handle it in the operating documents.
- You need to prove the company exists, not who signs. That is Good Standing.
What we need from you is short: the entity and state, the names or positions to authorize, and the scope of authority, whether it is broad or limited to acts like real property. We confirm your state offers the filing and draft the grant so it says exactly what you mean, both what is allowed and what is not.
Scope set? Here is how the filing runs.
Drafted to your intent, filed with the state.
Your part is deciding who and what. Ours is writing it correctly and getting it on record. Here is the path from decision to recorded statement in your vault.
Decide who and what
Name the people or positions to authorize and the scope: general authority, or specific powers like real property and banking.
We draft the statement
We write the grant and any limits in the form your state accepts, so it reads cleanly for a title company, bank, or lender.
Submitted to the Secretary of State
We file it with your state so the authority becomes public record, and we give you the realistic processing window up front.
Recorded and kept in your vault
You get the recorded statement to hand to the title company or bank, and we keep a copy on file for the next closing.
The form is simple. Getting the scope right is not. Here is what changes when we do it.
Authority that says exactly what you mean.
A Statement of Authority is powerful precisely because third parties can rely on it. That makes the wording matter. The value here is a grant that is clear, correctly scoped, and on record where it counts.
Clear grant, clear limits
- We set out who is authorized and for exactly which acts.
- We can expressly deny authority where you want a hard limit.
- We align the statement with your Operating Agreement so they do not conflict.
On record and reusable
- We confirm your state offers the filing and submit it correctly.
- The recorded statement is stored in your vault for the next closing.
- When authority changes, we file the amendment so the record stays current.
State filing fees vary by jurisdiction; our service fee is flat and shown up front. See what it costs →
Authority rarely stands alone. Here is the road it sits on.
Signing authority is one link in the chain.
The deal that needed it, a property, a facility, a major contract, sits alongside your banking, your governing documents, and your record of standing. They are all on one platform, so proving who can act and then acting are not separate errands.
Authorize it, govern it, bank it, and prove it, all inside File.Business. One platform holds your record, so every closing after this starts from what we already have on file.
The questions owners ask about signing authority.
What is a Statement of Authority?
It is a document filed with the Secretary of State that names who is authorized to act for a company and defines the scope of that authority. It can grant broad power, limit authority to specific acts such as transferring real estate, or expressly deny that a particular person can bind the entity. Once filed, third parties like banks and title companies are entitled to rely on it, which is what makes it more useful than an internal document they cannot see.
Why would I file one instead of just showing my Operating Agreement?
Your Operating Agreement is private, and a counterparty cannot verify it or rely on it the way they can a public filing. A Statement of Authority puts the answer on the record at the state, so a title company or bank can confirm signing authority directly. It is common in real estate and lending precisely because those parties need certainty they can check themselves.
Does every state offer this filing?
No. The Statement of Authority comes from the modern LLC statutes that many, but not all, states have adopted. Where it is available it is a clean tool, and where it is not, the same purpose is served by an authorizing resolution or your operating documents. We confirm whether your state offers the filing before we start, and if it does not, we point you to the right alternative.
Can it limit or take away someone's authority?
Yes, and that is one of its strongest uses. A Statement of Authority can name who cannot bind the company, or narrow a person's power to a defined scope. This is valuable when a member or manager should not be able to commit the business to certain transactions. We draft the grant and the limits together so the record is unambiguous about both what is allowed and what is not.
Do corporations use a Statement of Authority?
Generally no. The filing is designed for LLCs under the statutes that created it. Corporations establish signing authority through board resolutions, officer titles, and bylaws, which serve the same function. If you run a corporation and a bank or title company is asking who can sign, we can prepare the appropriate corporate resolution instead so the counterparty gets the assurance they need.
How long does it stay in effect?
It remains on the record until it is amended or canceled, though some states allow it to expire after a set number of years unless renewed. Because people rely on what is filed, it is important to update it when authority changes, such as a member leaving or a new manager taking over. We keep your filing on record and can prepare an amendment when your signing authority shifts, so the public record stays accurate.
Is this the same as a power of attorney?
No. A power of attorney is a private document authorizing someone to act for a person or company in specific matters. A Statement of Authority is a public filing about who can act for the entity in the ordinary course, especially for real estate and banking, and third parties can rely on it because it is on the state record. They can complement each other, but they serve different roles, and a bank asking for a Statement of Authority wants the filed version.
What do you need from me to file it?
Very little: the entity name and state, the people or positions you want to authorize, and the scope of authority you intend, whether general or limited to acts like real property and banking. From there we confirm your state offers the filing, draft the statement so the grant and any limits are precise, file it with the Secretary of State, and store the recorded copy in your vault for the closing it is meant for.