Title Examination Standards
Chapter 1, App.
Chapter 14. Limited Liability Companies
§14.3. Authority of Manager to Act for Limited Liability Company.

The examiner, in the absence of evidence to the contrary, may presume that a manager of a limited liability company was authorized to act on behalf of the company if the manager executes and acknowledges in proper form a recorded instrument for apparently carrying on the business of the limited liability company.

Comment 1: The Oklahoma Limited Liability Company Act as enacted on September 1, 1992, authorized the Articles of Organization to include a statement of restrictions on the authority of the manager. This provision was deleted by 1993 Okla. Sess. Laws, ch. 366, § 3, eff. September 1, 1993. The Committee was unable to reach a consensus whether the filing of the Articles of Organization with such restrictions constitutes constructive notice of the restrictions on the authority of the manager. If a recorded instrument is executed by a domestic limited liability company before September 1, 1993, the examiner should consider whether it is necessary to review a copy of the Articles of Organization filed with the Secretary of State to determine whether these articles contain a statement of restrictions on the authority of the manager.

Comment 2: An instrument executed on behalf of a limited liability company in which the signatory party is identified as a "Manager and Member," "Member Manager" or "Managing Member" is to be considered as satisfying the provisions of 18 O.S. §2015 (A)-(3).

Authority: 16 O.S. § 53; 18 O.S. §§ 2005, 2019, 2042; 1992 Okla. Sess. Laws, ch. 148, § 6, eff. Sept. 1, 1992.

Adopted as number 25.3, November 18, 1994. 65 O.B.A.J. 3334 (10/22/94). The 1997 Report of the Title Examination Standards Committee recommended adding 16 O.S. § 53 to the citations of authorities. 68 O.B.J. 3298 (10/18/97). The Real Property Law Section approved the amendment, November 6, 1997 and the House of Delegates adopted it, November 7, 1997. 68 O.B.J. 3707 (11/15/97). The Title Examination Standards Committee recommended a new comment to Title Standard 14.3 to clarify what is an acceptable execution of an instrument by limited liability company. The Real Property Law Section approved, November 5, 2009, and the House of Delegates adopted the proposal November 6, 2009. (superseded document available)

The 2021 Title Examination Standards Sub-Committee of the Real Property Law Section recommended the following editorial changes to the Title Standards as they appear on OSCN to bring the printed handbook and OSCN into conformity. The Real Property Section approved the proposal, and the House of Delegates adopted the amendment on November 12, 2021. (superseded document available)