2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 88 - Limited Liability Companies › Section 8832 - Certificate of authority

§ 8832. Certificate of authority.
(a) General rule.--
A limited liability company may deliver to the department for filing a certificate of authority signed by the company. The certificate:
(1) must include the name of the company and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office;
(2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:
(i) transfer real property held in the name of the company, including signing an instrument of transfer; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the company; and
(3) may state the authority, or limitations on the authority, of a specific person to:
(i) transfer real property held in the name of the company, including signing an instrument of transfer; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the company.
(b) Amendment or cancellation.--
To amend or cancel a certificate of authority filed by the department, a limited liability company must deliver to the department for filing an amendment or cancellation that states:
(1) the name of the company;
(2) subject to section 109, the address, including street and number, if any, of the company's registered office;
(3) the date the certificate being affected became effective; and
(4) the contents of the amendment or a statement that the certificate is canceled.
(c) Effect.--
A certificate of authority:
(1) supersedes any inconsistent provision of the certificate of organization in effect at the time the certificate of authority becomes effective;
(2) affects only the power of a person to bind a limited liability company with respect to persons that are not members; and
(3) is not binding on the department for purposes of the administration of this title or any other provision of law.
(d) Certificate not evidence of knowledge or notice.--
Except as provided in subsections (e), (f), (g) and (h), a limitation on the authority of a person or a position contained in an effective certificate of authority is not by itself evidence of knowledge or notice of the limitation by any person.
(e) Authority not pertaining to real property.--
A grant of authority not pertaining to transfers of real property and contained in an effective certificate of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:
(1) the person has knowledge to the contrary;
(2) the certificate has been canceled or restrictively amended under subsection (b); or
(3) a limitation on the grant is contained in another certificate of authority that became effective after the certificate containing the grant became effective.
(f) Authority to transfer real property.--
An effective certificate of authority or certificate of organization that grants authority to transfer real property held in the name of a limited liability company, a certified copy of which certificate is recorded in the office of the recorder of deeds for the county in which the property is located, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
(1) the certificate has been canceled or restrictively amended under subsection (b), and a certified copy of the cancellation or restrictive amendment has been recorded in the office of the recorder of deeds; or
(2) a limitation on the grant is contained in another certificate of authority that became effective after the certificate containing the grant became effective, and a certified copy of the later-effective certificate is recorded in the office of the recorder of deeds.
(g) Effect of recorded certificate.--
If a certified copy of an effective certificate containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office of the recorder of deeds for the county in which the real property is located, all persons are deemed to know of the limitation.
(h) Effect of dissolution or termination of company.--
An effective certificate of dissolution does not cancel a filed certificate of authority for the purposes of subsection (f) and is a limitation on authority for the purposes of subsection (g). An effective certificate of termination cancels a filed certificate of authority.
(i) Automatic cancellation.--
Unless earlier canceled, an effective certificate of authority that names an individual as having authority is canceled by operation of law five years after the date on which the certificate, or its most recent amendment, becomes effective. The cancellation operates without need for any recording under subsection (f) or (g).
(j) Effect of certificate of denial.--
An effective certificate of denial:
(1) operates as a restrictive amendment under this section, and a certified copy may be recorded as provided in subsection (f)(1) by the limited liability company or the person that delivered the certificate of denial to the department for filing;
(2) affects only the authority of a person to bind the company with respect to persons that are not members; and
(3) supersedes any inconsistent provision of the certificate of organization in effect at the time the certificate of denial becomes effective.
(k) Foreign companies.--
A foreign limited liability company may deliver a certificate of authority to the department for filing and may record a copy as provided in this section in the same manner and with the same effect as if it were a domestic company and regardless of whether the foreign company is registered to do business in this Commonwealth under Chapter 4 (relating to foreign associations).
(l) Cross references.--
See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).
Section 8823 (relating to signing of filed documents).
Cross References.
Section 8832 is referred to in sections 8813, 8821, 8833 of this title.