(a) A record delivered to the Secretary of the State for filing pursuant to sections 34-243 to 34-283d, inclusive, shall be signed as follows:
(1) Except as provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
(2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer.
(3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs.
(4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person.
(b) Any record filed under sections 34-243 to 34-283d, inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d, inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory.
(P.A. 16-97, S. 27.)
History: P.A. 16-97 effective July 1, 2017.