How To Sign On Behalf Of An LLC? (Full Guide)
To sign for an LLC, confirm that you are authorized for that transaction, then sign in a way that identifies the company as the party. The signature format is useful evidence, but it does not create authority you do not have.
Check the operating agreement, a member or manager resolution, and any state-specific authority rules before signing a major contract, loan, deed, or guarantee.
Quick Summary
- Confirm transaction-specific authority before signing for the LLC.
- Name the LLC and use a truthful representative title in the signature block.
- A title or signature format alone does not grant authority.
- A registered agent receives legal papers; that role does not automatically authorize contracts.
How to Format an LLC Signature
A clear signature block names the LLC and shows that the signer is acting in a representative capacity. For example:
Example LLC
By: Jordan Lee
Title: Manager
Use the title and authority that the LLC actually granted. Add the date and any other information requested by the document or counterparty.
1. The Name of the LLC
Use the LLC’s exact legal name as shown in its formation record or contract. If it operates under a DBA, identify the legal entity as well as the trade name when the document requires the contracting party’s legal name.
2. Representative Title or Position
Use a title that accurately reflects the signer’s role, such as “Member,” “Managing Member,” or “Manager.” Do not use “partner” or “president” unless that title is used by the company and does not misstate the person’s authority.
Related articles: limited liability company
Document the Signer’s Authority
For an important transaction, identify the source of authority in the company records—such as the operating agreement, a written member or manager resolution, or a delegated authorization. The contract usually does not need a legal conclusion such as “duly authorized” unless the document requests one.
In California, statutory agency rules differ between member-managed and manager-managed LLCs; other states may differ too. Check the governing state’s statute and the LLC documents before relying on a member’s title [1].
Related articles: LLC’s registered agent
When a Power of Attorney Is Needed
A power of attorney is relevant when someone is signing under a separate grant of authority from another person or entity. It is not automatically required for an LLC member or manager who already has authority under the governing documents.
If the LLC is delegating authority, put the scope, transaction, and duration in a written resolution or authorization and keep it with company records.
Who Has Authority to Sign for an LLC?
Who may sign depends on whether the LLC is member-managed or manager-managed, what the operating agreement says, and whether authority has been delegated. A registered agent’s appointment ordinarily authorizes receipt of service of process—not signing sales contracts or managing the LLC.
For instance, a member may sign routine vendor agreements if authorized, while a loan or sale of substantially all assets may require approval from other members. Review the approval rules before signing.
Related articles: LLC members (owners) · What Is an LLC Manager · Member-Managed vs Manager-Managed LLC
FAQs
Can a Registered Agent Sign Documents of an LLC?
Not merely because the person is the registered agent. The LLC must separately authorize that person to sign the document or transaction.
How Do I Sign as a Representative of an LLC instead of as an Individual?
Use the LLC’s legal name, then sign your name with your accurate title or representative capacity. Check the agreement and approval rules first.
What's The Difference Between Signing as an Individual and Signing as a Representative?
Signing as an individual can make you a contracting party. A representative signature identifies the LLC as the party, but it does not eliminate personal liability for a personal guarantee or your own conduct.
References:
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=17703.01.
It’s interesting that failing to sign correctly could result in loss of contracts or revenue. Has anyone faced this issue before?
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I never realized that not including an authority clause could expose me to personal liability. I’ll definitely be more mindful about adding that to my documents going forward.