Short answer
A contract that names you personally raises a contract question first. When a Texas appellate court decided whether a signer was personally liable, it considered both the signature and the body of the contract. That question is separate from whether anyone can reach your personal assets by attacking the company, which is a different theory with a different test, and in that same case the two questions came out in opposite directions. A third question sits beside both of them, which is whether your signature had the power to commit the LLC at all. The answer to that one changes at the state line, and we read the statute in six states to see how.
Key takeaways
- Three questions get treated as one. Whether you are personally a party to the contract is contract and agency law. Whether the company is committed is your state's LLC statute. Whether a court will disregard the company and reach your assets is an alter ego claim. Each has its own test, and in the case below the first and the third came out in opposite directions.
- In Plan B Holdings, LLC v. RSLLP, a Texas appellate court said that in deciding whether an agent is personally liable on a contract the agent signed, both the signature and the body of the contract should be considered. The owner won the contract claim on that reasoning. The same opinion let her personal liability stand under a piercing theory and affirmed $83,509.63 in actual damages against her, so winning the contract claim did not reduce the damages by a dollar.
- We read the LLC statute in six states. In five of them a member or governing person can commit the company by statute. In Wyoming the statute says a member is not an agent solely by reason of being a member.
- Asking whether your state adopted the revised uniform LLC act does not answer the question. California and Florida both enacted revised acts and both kept statutory agency for members, so an enactment list gets those two states backwards.
- Delaware's default reaches further than the member managed and manager managed labels suggest. Section 18-402 gives each member and each manager the authority to bind the company, and the LLC agreement is the document that changes it.
- Wyoming and Florida let you file a statement of authority with the state. In the Wyoming section, a filed grant that does not concern transfers of real property is conclusive in favor of a person who gives value relying on it, unless that person already knows otherwise or a cancellation or a later statement has cut it back. A filed limitation is not by itself evidence that anyone knew about the limit. Real property is the exception, and there a recorded certified copy means all persons are deemed to know of the limitation.
Before you start
- Find the opening paragraph of the contract and read who is named as the party. That paragraph carries weight that the signature line does not carry on its own.
- Look for the word By in front of your signature. A Texas court read signature blocks that carried a company name and By plus a person's name as a sign of representative capacity, and the same court noted that a reading like that gives way to a manifestation to the contrary in the document itself.
- Find the trigger your state uses for the default rule. The table in this article gives it for six states, and in some of them the trigger is a document you file while in others it is your management structure.
- This article describes statutes and one decided case. It does not tell you whether your contract binds you personally. That question depends on the whole document and belongs to a lawyer who can read it.
Who this is for
- Single member LLC owners who found their own name on a client contract where they expected the company, whether they have signed it yet or not.
- Owners with a co-member who want to know whether the other member can commit the company without asking.
- Anyone filling in the notice clause of a contract and deciding which address to print in it.
Three Questions That Get Treated as One
When a contract names the owner instead of the company, it looks like one problem. There are three questions inside it, and they are decided under different bodies of law. Treating them as a single question is what makes the answer hard to find.
The first is whether you are a party to the contract. That is contract law with agency law layered on top, and it turns on what the document says.
The second is whether the company is committed. That is your state's LLC statute, and the answer depends on where you formed.
The third is whether someone can disregard the company and reach your personal assets. That is an alter ego claim, and a party has to raise it and prove it.
A Texas appellate court separated these questions in a case with almost the same facts as the question that starts this article. In Plan B Holdings, LLC v. RSLLP, decided by the Austin court of appeals on October 6, 2023, a law firm sued the sole owner of two companies personally on engagement letters she had signed. She won the contract question. The court held that the record contains no more than a scintilla of evidence, a scintilla being the minimum quantity of evidence that will support a finding, that the parties intended for Cox to be individually liable under the engagement letters. It ruled that the Firm could not recover from Cox under a breach-of-contract theory. The firm's sworn account claim fell with it, and its quantum meruit claim failed on separate grounds.
Then the court reached the third question. In Texas an alter ego claim is one theory for piercing the corporate veil. The court found more than a scintilla of evidence that she met the test in section 21.223(b) of the Texas Business Organizations Code, which is written about corporations and reaches limited liability companies through section 101.002(a). It asks whether the owner caused the company to be used for the purpose of perpetrating, and did perpetrate, an actual fraud on the obligee primarily for the owner's direct personal benefit. That second element gets its own analysis in the opinion, and the court found it satisfied because of how much of the companies involved she owned. On that basis it let her personal liability stand under a piercing theory and affirmed actual damages of $83,509.63 against her.
Read the two results together and the first question and the third come apart in front of you. Winning the contract question did not reduce the damages by a single dollar. The court said as much: having held that Cox is not liable under theories of sworn account, breach of contract, and quantum meruit but only under a theory of piercing the corporate veil, Cox is individually liable only for the amount properly awarded against Plan B and CIPE. Plan B and CIPE are her two companies, and that was the same amount.
Separate questions can still produce the same bill
If the contract itself does not make you a party, the person suing you needs a separate theory to reach you, and alter ego is that separate theory with its own burden of proof. Separate does not mean smaller. In Plan B Holdings the owner defeated the contract claim and still owed the companies' damages, because the second theory was decided under a different statute with a different test.
What a Court Reads Besides the Signature Block
The signature line is one piece of evidence, and the Texas opinion sets out what else counts.
The court in Plan B Holdings put the rule in its own words: in deciding whether an agent is personally liable on a contract the agent signed, both the signature and the body of the contract should be considered. It went further in the next sentence, saying the body of the contract may be controlling, and that Texas courts have long held that a signatory will not be held personally liable where the body of the contract indicates that the signature was in a representative capacity.
Two details from the same opinion are worth carrying with you. The court read the signature blocks, each containing the name of the company and By Cheryl Cox, as an indication that she was signing as the representative of, and on behalf of, the named company. On those facts it said the signature box alone provides strong, if not controlling, proof that Cox signed only in a representative capacity. It also set a limit on that reading. A comment to the Restatement treats a name preceded by a word such as By as creating only an inference of agency, and the court declined to decide whether that inference standard is Texas law. It added that even if it is, section 156 applies it only in the absence of a manifestation to the contrary in the document itself.
The rule underneath all of this comes from the Restatement (Second) of Agency, which the opinion cites at sections 156 and 320. The court quoted section 320: unless otherwise agreed, a person making or purporting to make a contract with another as agent for a disclosed principal does not become a party to the contract. The opening words matter, because the rule is a default that the parties can write around.
There is a statutory version of the same idea with a much narrower scope. UCC section 3-402 covers negotiable instruments, which means checks and notes rather than consulting agreements or leases. Inside that scope it treats a representative signature as a rebuttable presumption. If the form of the signature does not unambiguously show that it was made in a representative capacity, or the represented person is not identified, the representative is liable on the instrument to a holder in due course that took it without notice that the representative was not intended to be liable. Against any other person, the representative is liable unless the representative proves that the original parties did not intend the representative to be liable. The same section adds that the represented person is bound whether or not identified in the instrument.
Keep section 3-402 inside its scope
We quote UCC 3-402 because it shows how the rule is built. It creates a presumption, and evidence can move that presumption. Article 3 governs negotiable instruments. Do not carry it across to a service agreement and treat it as the test there.
Whether You Could Commit the Company Depends on Your State
Start with the rule that a member of a member managed LLC is an agent of the company. It has a history, and the history explains why it does not describe all six of the statutes we read.
The Uniform Law Commission's revised LLC act removed it. Section 301 of that act is titled No agency power of member as member, and subsection (a) reads: A member is not an agent of a limited liability company solely by reason of being a member.
The official comment explains what the drafters were solving. It observes that most LLC statutes, including the original ULLCA (1996), provide for what might be termed statutory apparent authority, and then says that this act rejects the statutory apparent authority approach. The reason it gives is that a third party must check the public record, so a provision that originated in 1914 as a protection for third parties can, in the LLC context, easily function as a trap for the unwary. The comment then routes the question elsewhere: Under this act, other law, most especially the law of agency, will handle power-to-bind questions.
The shortcut is to ask whether a state adopted the revised act and to stop there. Adopting the revised act and adopting section 301 are two different events. We read the operative section in six states.
| State | Statute | What the statute says | What changes the default |
|---|---|---|---|
| Delaware | 6 Del. C. 18-402 | Each member and manager has the authority to bind the company | The LLC agreement |
| California | Corp. Code 17703.01(a) | Every member is an agent of the company and binds it | The articles of organization |
| New York | LLC Law 412(a) | Every member is an agent of the company and binds it | The articles of organization |
| Florida | Fla. Stat. 605.04074(1)(a) | Each member is an agent of the company and binds it | Member managed or manager managed status |
| Texas | BOC 101.254(a) | Each governing person is an agent of the company | Whether you are a governing person |
| Wyoming | W.S. 17-29-301 | A member is not an agent solely by reason of being a member | Does not apply, the statute removes the default |
The LLC statute in the six states we read, as of August 2026. These are default rules, and your own formation documents can change them.
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How to Read the State Table
California and Florida are the reason the shortcut fails. Both enacted a revised uniform LLC act. Both kept statutory agency for members. Reasoning from the fact of enactment describes those two states backwards, and a reader who opens the statute will catch it.
Delaware reaches further than the management labels suggest. Section 18-402 gives each member and each manager the authority to bind the company by default. In a Delaware manager managed LLC the members still hold that default power until the LLC agreement takes it away. The idea that manager managed means only managers can sign does not describe Delaware's default.
These six states do not all use the same trigger. The California and New York rows both key off the articles of organization, which is a public filing your counterparty can pull for themselves. The Delaware row keys off the LLC agreement, which is private. A counterparty who wants certainty in Delaware has to ask you for a document, and a counterparty in California can look it up. Florida and Texas do not point to a document at all, because there the default follows your management structure or your role in the company.
One more difference sits outside the table, and it is easy to miss because the doctrine has one name. Four of the six states we read attach a knowledge standard, and they do not use the same words. California asks whether the other party had actual knowledge of the limit. New York asks whether the person has knowledge of it, without the word actual. Florida asks whether the person knew or had notice. Texas requires both that the agent lacked actual authority and that the other party had knowledge of that lack. Delaware's section carries no knowledge standard, and Wyoming has no statutory agency left to qualify.
The Filing That Grants Authority More Easily Than It Limits It
Two of the six states let you put part of the answer on the public record. Wyoming section 17-29-302 and Florida section 605.0302 both provide for a statement of authority filed with the state. The Florida section sets out the same rules in the same order, so the sentences quoted below are from Wyoming.
The filing is not symmetric, and the asymmetry is the part worth knowing.
A filed grant works, with limits written into the same subsection. The Wyoming section says a grant of authority that does not pertain to transfers of real property is conclusive in favor of a person that gives value in reliance on the grant. It then carves out three situations: where the person has knowledge to the contrary at the time value is given, where the statement has been cancelled or restrictively amended, and where a later statement of authority limits the grant.
A filed limitation does less. The Wyoming section says a limitation on the authority contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.
Real property works the other way. If a certified copy is recorded in the land records, all persons are deemed to know of the limitation.
The filing also expires on its own. It is cancelled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective.
One boundary is easy to miss. The Wyoming section says a statement affects only the power of a person to bind a limited liability company to persons that are not members. It settles nothing between you and your co-owners. Your operating agreement does that work.
Where you cannot file one is also worth knowing. The phrase statement of authority does not appear anywhere in Delaware's Limited Liability Company Act, across all twelve of its subchapters. It does not appear in the full text of chapter 101 of the Texas Business Organizations Code either.
A California filing with a similar name is a different thing
California Corporations Code section 17702.09 is a Statement of Information. It is a periodic report about the company, and it is not a statement of authority. The names are close enough to be mistaken for each other.
The Address in the Notice Clause Decides Whether You Hear About It
The three questions above decide who is bound. One more part of the document decides whether you find out in time. A notice clause names an address for each party and says when a notice counts as delivered. It is easy to treat as a formality and to fill in with whichever address comes to mind.
We pulled four notice clauses from filings with the SEC and read the operative sentences. Three of the four treat a notice as given on a schedule that starts when the sender sends it. One requires confirmed delivery.
| Filing | How the clause treats a notice | Language we read |
|---|---|---|
| Roku, EX-10.5, filed February 14, 2025 (grant notice form, bracketed alternative language) | Given on a schedule after sending | five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee) |
| Cyabra, EX-10.32, filed March 31, 2026 | Given on a schedule after sending | one business day after being sent by nationally recognized overnight courier |
| Celsius Holdings, EX-3.2, filed August 29, 2025 (charter instrument) | Given on a schedule after sending | the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service |
| Mesa Air Group, EX-10.25(5), filed August 14, 2025 (agreement between American Airlines and Republic Airline) | Given on confirmed delivery | confirmed delivery by a nationally recognized overnight courier |
Four notice clauses we pulled from SEC filings and read in full. Four clauses do not tell you how notice provisions are written in general, and one of the four sits in a charter instrument rather than a commercial agreement.
What a Dispatch Rule Does to the Address You Printed
The Roku filing is a grant notice form, and the sentence sits there as bracketed alternative language. It states the mechanism plainly. A notice is effective five days after deposit in the United States Post Office, whether or not actually received by the addressee.
If your contract works that way, the clock on a cure period or a termination notice starts at an address whether or not anyone collected the envelope. The address you printed does real work under a clause like that.
The Cyabra, Celsius, and Mesa filings name a nationally recognized overnight courier as one of the delivery methods. That puts a second requirement on the address, which is that a courier has to be willing to deliver to it.
The clause in the American Airlines and Republic Airline agreement shows the other pattern. It ties notice to confirmation of receipt of a delivery in person, a transmitter's confirmation of a receipt, or confirmed delivery by a courier. Under a clause written that way, an undelivered notice has not been given.
We are describing four clauses we read. We are not describing the average contract, because four clauses cannot support a claim about the average.
If Your Name Is Already on the Contract
The question that starts this article arrives after signing, when fewer of the choices are still open.
Here is what you can check on your own, before deciding whether you need help.
Read the opening paragraph and find the named party. If the company is named there as the contracting party, then under the rule the Texas court applied, the signature line is not the only evidence of the capacity in which you signed.
Look at your signature line for the word By and for a title after your name. Their presence is evidence. Their absence is not automatically decisive, because the court weighs the signature and the body of the contract together.
Check the notice clause and ask whether the address in it still receives mail, and whether a courier will deliver there if the clause names a courier. This is the one item on the list you can improve going forward without renegotiating anything.
Find your state in the table of state statutes earlier in this article, then read your own articles of organization or LLC agreement. The state default applies until your documents change it, so your documents are the second half of the answer.
What an article cannot do for you
Do not decide from a general description of the law whether a signed contract binds you personally, and do not try to amend, novate, or ratify it on that basis. Those turn on the whole document and on the other party. They also turn on facts that are not in this article. We are describing statutes and one decided case. We are not reading your contract.
Where save office Fits
We rent United States street addresses and handle the mail that arrives at them. We do not draft contracts, review them, or give legal advice, and nothing here is a substitute for a lawyer.
The part of this that touches what we sell is narrow, and it is worth being exact about. If a notice clause sends a termination notice or a cure notice to your address by courier, the address has to be one a courier delivers to and a person receives.
USPS describes a service that changes what a post office box can receive. On its PO Boxes page, USPS says Street Addressing gets you a delivery address for packages from other carriers (including Amazon, DHL, FedEx, and UPS); subject to availability and restrictions. The same page says this lets you receive packages from private carriers (such as UPS, FedEx, DHL, and Amazon), as long as they comply with USPS mailing standards. Both of those conditions belong to the quote. We did not check what UPS or FedEx publish about this, so we are not describing their policies.
We provide a street address that does not depend on either of those conditions, because it is not a post office box. It comes with mail scanning, so you can see what arrived.
Our Approval Promise covers what we provide. If a government agency or bank denies your registration or account because of the address or documents we provided, email us the written denial letter within 30 days and we will refund 100% of what you paid for that address. The full conditions are in our terms, section 6.4.
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