Who can sign for your LLC, and how do you prove it?

The person your documents say can sign. Proving it usually takes a resolution.

This question tends to arrive urgently, because it usually surfaces at a closing table with people waiting.

Where authority comes from

Three places, and they need to agree:

• Your state filing shows whether you're member-managed or manager-managed, and often names the manager.

• Your operating agreement should say who can bind the company and whether there are limits — a dollar threshold, a requirement for two signatures, restrictions on real property.

• A resolution is a document the company adopts saying "this person is authorized to do this specific thing."

Why "I own the company" isn't enough

Because ownership and authority aren't the same, and the person asking has no way to confirm ownership from the outside. A title company that accepts a signature from someone who turns out to be unauthorized has a problem it can't fix later. They'd rather delay your closing.

Where it gets complicated

Layered ownership. If an operating LLC is owned by a holding LLC, the person signing for the operating company may need authority documented at both levels. Title companies frequently ask for a chain of resolutions, and people are caught off guard.

What a resolution looks like

Short. It identifies the company, states that the members or managers have authorized a named person to take a specific action, and it's signed and dated by whoever has authority to authorize it under your operating agreement.

That last part is what people get wrong: a resolution signed by someone who wasn't authorized to sign it doesn't accomplish anything.

What to do

Before any transaction involving a bank, lender, or title company, ask them what they need to see and get it prepared in advance.

If your ownership structure has more than one layer, expect to document authority at each level. Sorting that out a week ahead costs an hour. Sorting it out at closing costs the closing.

This is general information, not legal advice for your situation. If you want an answer for your business, book a consultation.