Legal Question in Business Law in Utah

Unathorized use of Power of Attorney

An LLC was formed in which the registered agent added 5 other members and signed our names with POA. None of the other 5 members ever signed anything or authorized the registered agent (who is a lawyer) to sign or act on their behalf. Is that illegal? 4 of the members have been working under the assumption that they are members/owners of the LLC for 5 months, but have never signed anything. The registerd agent and one other member are the 2 listed managers and the LLC is manager-managed. The 4 members (1 of which is a manager) would like to have the other 2 removed. Can they on the basis that the registered agent (manager) used POA without authorization? Or is there some small law that says he can do that or that it was assumed?


Asked on 6/03/05, 11:29 am

1 Answer from Attorneys
Alvin Lundgren Alvin R. Lundgren, L.C.

Re: Unathorized use of Power of Attorney

Without more details a complete answer cannot be given. The power of attorney, operating agreement and any other agreements need to be examined. In general, members to a LLC must sign the operating agreement to become members,plus comply with the rules in the operating agreement. A power of attorney may or may not be effective to alter ownership agreements. This is a case where you need to talk in detail with an attorney. You may call for a free consultation.

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Answered on 6/03/05, 8:42 pm


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