After forming a limited liability company, you can obtain an embossing seal for your LLC that is used to create an impression on important documents, such as contracts and deeds. The seal typically includes your LLC’s name, the date it was formed and the state where it was formed. Although seals were once required to authenticate corporate documents, a seal is no longer legally required for any purpose. The LLC's documents are valid when signed by a member, manager or authorized employee.
Each state has its own LLC law and related statutes that apply to all legal business entities. With regard to any distinction between sealed and unsealed documents, all states have enacted laws the render such a distinction relatively meaningless. Many states, such as California and Montana, enacted a statute that simply abolished any distinction between a sealed and unsealed document. Other states, such as Arizona, enacted a statute that declares a seal unnecessary to establish the validity of any document.
Statute of Limitations
A small number of states distinguish between sealed and unsealed documents for purposes of the statute of limitations. For example, the statute of limitations to enforce a written contract in Delaware is three years, unless the contract is made under seal in which case there is no limitation period. In Massachusetts, the statute of limitations for a written contract is six years, but if the contract is sealed it is 20 years. Approximately 13 other states have similar laws distinguishing the limitation period to enforce sealed and unsealed documents.
Valid LLC Documents
State LLC laws generally give its owners -- called members -- equal authority to manage and control the business affairs of the LLC. To validate an LLC document, the law only requires that it be signed by an LLC member on behalf of the LLC. State LLC laws also give the members the option of appointing a single member or group of members to manage the LLC. In this case, a valid LLC document requires the signature of a manager.
Delegation of Authority
LLCs can generally delegate authority to employees who are neither members nor managers of the LLC. In such situations, the employee may need to demonstrate to a third party, such as a bank, that he is authorized to sign documents or otherwise act on behalf of the LLC. The LLC members can address the situation by creating a written resolution indicating the employee's authorization, which is signed by the members or manager. The resolution can be delivered to the third party to prove the employee's authority.
- Adams On Contract Drafting: Contracts Under Seal?
- California Business Law Blawg: FAQ -- California Corporate Seal
- California Legislature: Civil Code Section 1619-1633
- Montana Annotated Code Section 1-4-204
- Arizona Legislature: Arizona Revised Statute 1-202 -- Private And Corporate Seals Or Scrolls; Effect
- Credit Assistance Network: Statute of Limitations
Joe Stone is a freelance writer in California who has been writing professionally since 2005. His articles have been published on LIVESTRONG.COM, SFgate.com and Chron.com. He also has experience in background investigations and spent almost two decades in legal practice. Stone received his law degree from Southwestern University School of Law and a Bachelor of Arts in philosophy from California State University, Los Angeles.