We have a checking account for a member-managed LLC. Can members who are not authorized signers access the account?

The answer depends on your account agreement, as well as the LLC’s operating agreement. Your account agreement with the LLC should include provisions regarding which individuals may access the account. In addition, the LLC’s operating agreement (or corporate resolution) should identify which members are authorized to exert control over the business’ accounts.

In general, every member of an LLC may act on behalf of the LLC, “including the signing of an instrument in the company’s name” — unless the member has no authority to act for the company in that particular matter. The fact that certain LLC members have been omitted as authorized signers might indicate that those members lack authority to access the account, but that is not necessarily the case, and we recommend reviewing the account agreement and LLC operating agreement (or corporate resolution) to confirm whether such individuals have signing authority.

For resources related to our guidance, please see:

  • Limited Liability Company Act, 805 ILCS 180/13-5(a)(1) (“Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on, in the ordinary course, the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.”)