Section 205. Signing of Records

(a) Except as otherwise provided in this [Act], a record to be filed by or on behalf of a limited liability company in the office of the [Secretary of State] must be signed in the name of the company by a:

(1) manager of a manager-managed company;

(2) member of a member-managed company;

(3) person organizing the company, if the company has not been formed; or

(4) fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.

(b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.

(c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the office of the [Secretary of State] as evidence of authority by the person filing but must be retained by the company.

Comment

Both a writing and a record may be signed. An electronic record is signed when a person adds a name to the record with the intention to authenticate the record. See Sections 101(16) ("record" definition) and 101(17) ("signed" definition).

Other provisions of this Act also provide for the filing of records with the filing office but do not require signing by the persons specified in clauses (1) to (3). Those specific sections prevail.