LLC "Certificates of Authority"

I include authority in my LLC Operating Agreements for the use of “certificates of authority” which like corporate resolutions are used to memorialize important LLC decisions. My firm’s LLC Package also includes a Sample “Certificate of Authority” on paper and on Computer Diskette.

Certificates of authority give an easy and commercially accepted way for the LLC to give assurance to third parties that the LLC and the particular individual(s) acting (signing) on the LLC’s behalf have authority to do so. Certificates of authority provide an easy and professional way for LLCs to memorialize major decisions and provide a paper trail evidencing LLC owner/members’ respect for the LLC as a separate and distinct legal entity separate from themselves. Such a paper trail is helpful to defend against an attempt to pierce the LLC’s liability protection.

Having a sample Certificate of Authority and some instruction on its use in the Attorney Letter my even save LLC owner/members the cost of a future visit to their attorney.

When I organized “Form” LLCs I did not include a provision for certificates of authority.