Selling Florida Real Estate From an LLC: Proving Who Can Sign

Published October 9, 2026 · Recalde & Friedman, PLLC

Why authority matters

A deed from an LLC is only as good as the authority of the person who signs it. Title commitments for LLC sellers typically require documents showing the company exists, is active, and that the signer is authorized.

Member-managed vs. manager-managed

• In a member-managed LLC, each member is an agent of the company. A member's act in apparently carrying on the company's ordinary activities, including signing an instrument of transfer, binds the company unless the member lacked authority and the other party knew or had notice of that (§ 605.04074, Fla. Stat.(1)).
• In a manager-managed LLC, a member is not an agent solely by reason of being a member. Managers are the agents (§ 605.04074, Fla. Stat.(2)).

Whether the LLC is member-managed or manager-managed, and who the members or managers are, shows in its filings with the Florida Division of Corporations (Sunbiz) and in its operating agreement.

Statement of authority

A Florida LLC may file a statement of authority with the Department of State (§ 605.0302, Fla. Stat.). When a certified copy of a statement granting authority to transfer real property is recorded in the county where the property is located, it is conclusive in favor of a person who gives value in reliance on it without knowledge to the contrary, subject to recorded cancellations or limitations (§ 605.0302, Fla. Stat.(6)). Recorded limitations put everyone on notice (§ 605.0302, Fla. Stat.(7)).

What we typically ask for

• A current Sunbiz record showing active status.
• The articles of organization and operating agreement (or the relevant excerpts).
• A written consent or resolution authorizing the sale and naming the signer, signed by the members or managers as the operating agreement requires.
• Where useful, a recorded statement of authority.
• Information for FIRPTA if any owner of a disregarded-entity LLC is a foreign person.

Buying in an LLC?

Buyers taking title in an LLC need the same documents for their lender and the title policy. Keep in mind that a later transfer of the property between you and your LLC can carry documentary stamp tax if there's a mortgage on it, because consideration includes encumbrances (§ 201.02, Fla. Stat.(1)(a)).