Who Is Authorized to Sign Closing Documents on Behalf of an LLC in Florida?
When an LLC buys or sells Florida real estate, the title company needs to verify that the person signing the closing documents is actually authorized to act on behalf of the entity. Here is how authorization works for LLCs and what documentation is required.
Who Is Authorized to Sign Closing Documents on Behalf of an LLC in Florida?
When an LLC buys or sells Florida real estate, the title company must verify that the person signing the closing documents is authorized to act on behalf of the entity. This requires reviewing the LLC's operating agreement and, in many cases, obtaining a written authorization resolution.
This post is for general informational purposes only and does not constitute legal advice.
Manager-Managed vs. Member-Managed LLCs
The answer to who can sign depends on how the LLC is structured:
Manager-managed LLC: The LLC is managed by one or more designated managers (who may or may not be members). Only the manager(s) are authorized to sign on behalf of the LLC for ordinary business transactions. The operating agreement may require manager approval, member approval, or both for real estate transactions.
Member-managed LLC: All members participate in management. Any member may be authorized to sign, but the operating agreement may require approval by all members or a majority for real estate transactions.
What the Title Company Requires
The title company will review the operating agreement to determine:
- Whether the LLC is manager-managed or member-managed
- Who is authorized to sign real estate documents on behalf of the LLC
- Whether any additional approval (member vote, manager resolution) is required for real estate transactions
Based on this review, the title company will typically require:
A certificate of authority or authorization resolution: A written document signed by the required members or managers confirming that the specific transaction has been approved and identifying the person authorized to sign the closing documents.
A certificate of good standing: Confirming the LLC is current on its filings and in good standing with the state.
Single-Member LLCs
For a single-member LLC, the sole member is typically authorized to sign on behalf of the entity. The title company will still require the operating agreement and a certificate of good standing.
Multi-Member LLCs
For multi-member LLCs, the operating agreement governs who can sign. If the operating agreement requires unanimous member approval for real estate transactions, all members must sign the authorization resolution — even if only one person will sign the closing documents.
Preparing in Advance
The authorization documentation should be prepared and reviewed by the title company before closing day. A closing that is delayed because the authorization documents are not in order is avoidable with advance preparation.
FAQ
Can any member of an LLC sign closing documents in Florida?
It depends on the operating agreement. In a member-managed LLC, any member may be authorized to sign, but the operating agreement may require approval by all members or a majority for real estate transactions.
What if the LLC does not have a written operating agreement?
Florida law provides default rules for LLCs without written operating agreements. However, the title company may require additional documentation to confirm authorization. It is strongly advisable to have a written operating agreement.
Can a non-member sign closing documents on behalf of an LLC?
Yes, if the operating agreement or a properly executed authorization resolution grants signing authority to a non-member (such as an attorney or property manager).
Closing on an Emerald Coast property through an LLC? I can help you coordinate the documentation requirements with the title company well in advance of closing day.
— Kinsey Haddock P.A., Broker Associate | Coldwell Banker Realty — Panhandle | License #BK3253849
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Written by
Kinsey Haddock P.A.Kinsey Haddock P.A. is a Broker Associate and REALTOR® with Coldwell Banker Realty, specializing in coastal real estate across the entire Florida Panhandle — from St. George Island and the Forgotten Coast to Panama City Beach, Scenic Highway 30A, and Destin.