Who Can Sign to Sell a House Owned by an LLC in Florida?

When a house is titled in the name of an LLC rather than an individual, figuring out who actually has the legal authority to sign a sale contract isn't always obvious. Florida law sets out default rules, and a specific mechanism to document authority clearly.

Member-managed vs. manager-managed

Under Florida Statute 605.0407, a Florida LLC is member-managed by default unless its operating agreement or articles of organization expressly provide that the company is manager-managed, or otherwise vest management in managers. In a member-managed LLC, management and conduct of the company are generally vested in the members. In a manager-managed LLC, matters relating to the company's activities are generally decided by the manager instead. Which structure applies to a specific LLC, and who that means actually has authority to sign a real estate contract, depends on that LLC's own operating agreement and articles of organization, not on assumptions based on how similar LLCs are typically set up.

How a statement of authority documents this

Under Florida Statute 605.0302, an LLC may file a statement of authority with the state. This filing can state the authority, or limitations on authority, of a specified status or position, such as a member or manager, or of a specific named person, to execute an instrument transferring real property held in the LLC's name. Filing the statement with the state by itself is not what gives it conclusive effect for a real property transfer. Under F.S. 605.0302(6)-(7), that conclusive reliance and notice effect for a transfer of real property applies only once a certified copy of the effective statement is also recorded in the office where transfers of that specific real property are recorded. A statement of authority that hasn't been recorded that way can still be useful documentation, but a title company and buyer rely on the recorded, certified copy, not the state filing alone, to confirm signing authority with that statutory certainty, rather than relying solely on the LLC's private operating agreement.

What if no statement of authority was filed

Filing a statement of authority is optional, not a prerequisite to selling. Without one, a title company will typically need to review the LLC's operating agreement, articles of organization, and Florida's default management rules to confirm who has authority to sign. This generally takes more time and documentation to work through than having a statement of authority already on file, which is worth knowing before assuming a closing on LLC-owned property will move as quickly as one involving an individual seller.

Where a sale fits

Whether the sale is to a financed buyer or an all-cash, as-is buyer, the underlying authority question is the same: whoever signs the contract and closing documents on the LLC's behalf actually needs to have that authority under the LLC's governing documents or Florida's default rules. Confirming this early, ideally before a contract is signed, helps avoid a closing delay caused by a title company needing additional documentation partway through the process.

Frequently asked questions

Who has authority to sell a house owned by an LLC in Florida?

It depends on how the LLC is managed. Under F.S. 605.0407, a Florida LLC is member-managed by default unless its operating agreement or articles of organization expressly provide that it is manager-managed. In a member-managed LLC, management is generally vested in the members; in a manager-managed LLC, that authority is generally vested in the manager instead. Whether a specific person actually has authority to sign a sale depends on the LLC's own governing documents.

How does a title company confirm who can sign for an LLC?

Often through a statement of authority. Under F.S. 605.0302, a Florida LLC may file a statement of authority with the state that specifies who, by status or position, or by name, has authority to execute an instrument transferring real property held in the LLC's name. Filing it with the state alone doesn't give it conclusive effect for a real property transfer; under F.S. 605.0302(6)-(7), that conclusive reliance and notice effect applies only once a certified copy of the effective statement is also recorded in the office where transfers of that specific real property are recorded. A title company and buyer rely on that recorded, certified copy, not the state filing by itself, to confirm signing authority with that statutory certainty.

What if the LLC never filed a statement of authority?

A statement of authority isn't required to sell property; it's an optional filing that documents authority publicly. Without one, a title company will typically rely on the LLC's operating agreement, articles of organization, and Florida's default management rules to confirm who can sign, which can take more time and documentation than having a filed statement of authority already in place.

Does it matter if the LLC has only one member?

The same default management rules under F.S. 605.0407 apply regardless of how many members the LLC has. Whether a single-member LLC is member-managed or manager-managed, and who that means has signing authority, still depends on the LLC's operating agreement or articles of organization, or the statutory default if those documents don't address it.

Selling a house held in an LLC and want to understand signing authority? Call OfferLink at 407-584-9111. We buy houses as-is across Florida, including Hillsborough County, Pasco County, and Marion County. This article is general information, not legal advice. A Florida real estate attorney reviewing the LLC's specific governing documents is the right resource for confirming who has authority to sign.