The person authorized to sign a deed for an LLC depends on its structure, governing documents, applicable law, and required approvals. Being an owner or the person negotiating the sale does not alone settle the signing question.
A principal negotiates a hypothetical commercial sale and attends every call. When closing documents are prepared, the title team requests evidence that the principal can sign for the selling LLC. The principal sees a needless obstacle. The team sees an unanswered authority question.
Being the familiar face of a transaction and having authority to bind the legal owner are not the same thing.
Start with the legal owner
Confirm the exact entity in the title file and the entity expected to convey the property. Ask counsel to explain any intervening name change, conversion, or other event. Do not assume a trade name identifies the legal owner.
Then identify the proposed signer and the capacity in which that person will sign. The title team should specify the evidence it needs for this transaction. Depending on the facts, the review may involve governing documents, current management information, or transaction approvals.
Texas's LLC formation materials distinguish management structures. The Secretary of State also cautions that publicly maintained management information is not necessarily current. An online listing should not be treated as a complete answer to a transaction-specific authority question. Texas SOS management guidance Texas LLC formation instructions
Look for changes that a public search may miss
Ask whether a manager resigned, an owner died, an internal approval is disputed, or the relevant governing agreement was amended. The point is not to investigate every business decision. It is to identify facts that may affect the proposed execution.
Send sensitive internal documents through the approved channel and limit distribution to the people who need them. A broad email thread is not the best repository for an ownership or authority package.
Confirm acceptance before the signing appointment
Track what was requested, what was supplied, and whether the reviewing team accepted it. Do not wait until a person is sitting at the closing table to explain that their capacity is unresolved.
Does owning the LLC automatically answer the signing question?
Ownership and transaction authority should be examined separately. The fact that someone has an economic interest in a company does not, by itself, explain the approvals needed for a particular conveyance. The company's structure, governing documents, and applicable law need to be considered. The Texas materials cited above illustrate why a public record alone is an incomplete starting point.
Suppose a hypothetical LLC appointed a manager several years ago and later amended its governing agreement. The person negotiating the sale supplies only the original formation document. That document may help identify the company, but it does not establish what happened after formation. The reviewer needs to know which records describe the current arrangement.
Do not ask the owner to create a resolution from an internet template merely to satisfy a checklist. Counsel should determine what approvals are appropriate and how they should be documented. The title team can explain what it needs to evaluate for the closing.
What if another company manages the selling LLC?
Identify the proposed chain of authority rather than listing only the individual who will attend signing. If the explanation involves another entity, ask what records support that entity's role and the individual's authority to act through it. Keep the question specific to the proposed transaction.
A simple organizational chart can help reviewers follow the explanation, but it is a navigation aid rather than proof. Connect the chart to the documents that support each relevant relationship. Resolve inconsistencies in names or capacities before they appear in the execution package.
What should be confirmed before the appointment?
Confirm that the reviewer has accepted the relevant authority evidence and that the documents identify the approved signer and capacity. Ask how any last-minute replacement signer should be handled. A travel conflict should not quietly produce a different signatory without review.
This preparation protects everyone's time. It lets the seller address substantive questions with advisers before an appointment becomes an exercise in finding documents while the buyer waits.
For a related question, read Changing the borrower LLC before closing: What needs review?.
Resolve the signing questions before the appointment.
Selling property through an LLC? Talk with Sterling National Title about the proposed owner, signer, and documents available for review. An early discussion gives you a practical starting point for planning the closing with your advisers.
Discuss your LLC property saleSchedule a 15-minute conversation. Tell us about the property, timeline, and issue you are working through.Sources and further reading
- Texas Secretary of State: Management and ownership FAQs
- Texas Secretary of State: LLC formation instructions
General educational information, not legal, tax, or coverage advice. Requirements depend on the property, jurisdiction, transaction documents, and underwriting. State-specific examples are identified in the text. All scenarios are hypothetical.
