In Florida, whether a power of attorney can be used by members or managers of a limited liability company (“LLC”) depends on the LLC’s Operating Agreement. So long as the Operating Agreement does not prohibit the LLC’s members or managers from delegating the member or manager’s duties through a power of attorney, a power of attorney can be used.
Authority for LLCs to use power of attorneys can be found in Florida Statutes, Chapter 605, also known as the Florida Limited Liability Company Act, which states LLCs may “grant, hold or exercise a power of attorney” to carry out the LLC’s affairs. See 605.0109 Fla. Stat.
A power of attorney is a document where one person, known as the principal, appoints an agent to act on behalf of the principal, known as the principal’s “attorney-in-fact.”
To use a power of attorney, the member or manager will need to fill out a power of attorney, designate an agent to act on the member or manager’s (the principal’s) behalf, and follow all the formalities required by Florida law to make the power of attorney effective. These formalities include the signature of two witnesses and a notary.
An alternative to a power of attorney that may work, depending on the lender and/or title insurance company, is an LLC Resolution. An LLC Resolution would enable members or managers to designate authority to someone to sign on behalf of the LLC. Resolutions are not found in the LLC Act, but they are not prohibited. To use an LLC Resolution, (1) make sure delegation by resolution is not prohibited by the Operating Agreement and (2) the Resolution complies with the Operating Agreement and any other LLC documents.