TEXAS BUSINESS LAW
How to Sign a Contract as an LLC: Signature Block Guide
To sign a contract as an LLC, the signature block needs four things: the company’s exact legal name, the word “By:”, your signature with your printed name, and your title — Manager or Member, depending on how the company is managed. Signed that way, the contract binds the company. Signed with just your name, the same contract can bind you: under Texas agency law, a person who doesn’t disclose that they’re signing in a representative capacity — and for whom — can be held personally liable on the agreement, and the liability shield you formed the LLC for never enters the picture.
This guide covers the correct signature block, who can bind a Texas LLC, what counterparties should verify, and the mistakes that risk personal assets.
The Correct LLC Signature Block
An LLC signature block is the section at the end of a contract identifying the company as the party and the individual executing the agreement on its behalf. The standard format:
ACME VENTURES, LLC,
a Texas limited liability company
By: _______________________
Name: John Doe
Title: Manager
Each element does real work. The entity name (exactly as filed with the Texas Secretary of State) identifies the principal. “By:” signals that the individual signs in a representative capacity only. The printed name identifies who signed, and the title states the authority claimed — Manager if the company is manager-managed, Member (or Managing Member) if member-managed, or an officer title such as President.
| How it’s signed | Example | Who’s likely bound |
|---|---|---|
| Entity name, “By:”, name, and title | ACME Ventures, LLC — By: John Doe, Manager | The company |
| Name and title, no entity name | John Doe, Manager | Ambiguous — John risks personal liability |
| Bare personal signature | John Doe | John, personally |
| DBA only, no legal entity | Awesome Acme Co. — By: John Doe | Risky — courts have treated naming only a trade name as failure to disclose the principal |
If the company operates under an assumed name, include both: “ACME Ventures, LLC d/b/a Awesome Acme Co.” A DBA is not a legal person and cannot be a party by itself.
One more matching rule: the party named in the contract’s opening paragraph must be identical to the party in the signature block. A recital naming “ACME Ventures, LLC” over a signature block saying “ACME Ventures” — or naming you individually — invites a dispute over who is actually obligated.
Why the Signature Block Matters
The signature block determines who is a party to the contract — and only parties are liable on it. Texas courts apply ordinary agency principles: to avoid personal liability, an agent must disclose both the fact of agency and the identity of the principal, and Texas applies the rule strictly to people signing for business entities. Make your capacity unmistakable on the face of the document.
It’s worth separating this from veil piercing. Texas gives LLC owners strong statutory protection from the company’s contractual obligations — under Tex. Bus. Orgs. Code §§ 101.002 and 21.223, a creditor generally cannot reach an owner on an alter ego theory without proving the owner used the company to perpetrate an actual fraud for the owner’s direct personal benefit. But none of that protection matters if you signed in your individual capacity: the creditor isn’t piercing anything — you’re simply a party to the contract.
Who Has Authority to Bind a Texas LLC
Under Tex. Bus. Orgs. Code § 101.254, an LLC’s agents include each governing person and each officer or other agent vested with actual or apparent authority by the company’s governing authority. Who the governing persons are depends on the management structure chosen in the certificate of formation:
- Member-managed LLC: the members govern, so each member is an agent of the company for its ordinary business.
- Manager-managed LLC: the managers govern. Managers (and appointed officers) can bind the company; a non-manager member generally cannot.
The statute also draws an ordinary-course line. An agent’s act apparently carrying out the company’s ordinary business — including signing an instrument in the company’s name — binds the LLC unless the agent lacked actual authority and the other party knew it. An act outside the ordinary course binds the company only if properly authorized, so selling the company’s main asset or taking on major debt may need member or manager approval even where day-to-day contracts don’t. And the company agreement can restrict all of this — requiring two signatures, capping contract amounts, or reserving decisions to the members. Check yours before assuming any member or manager can sign.
Actual vs. Apparent Authority
Actual authority is the authority the company really gave the signer — through the company agreement, a resolution, or the governing persons’ consent. Apparent authority arises when the company’s own conduct would lead a reasonable counterparty to believe the signer is authorized, such as holding someone out with a Manager title. An LLC can be bound by a signer with apparent authority even where internal rules were violated, and a signer who exceeded actual authority may owe the company for the damage. So companies should police titles and signing rules, and signers should confirm authority in writing for anything significant.
What the Other Side Should Check
Before accepting an LLC’s signature on a significant contract, verify:
- The entity exists and the name is right. Search the Secretary of State’s records (SOSDirect) for the exact filed name and confirm the company is in existence. An out-of-state LLC doing business in Texas should also have a foreign entity registration on file.
- The management structure. The certificate of formation states whether the company is member-managed or manager-managed and lists the initial members or managers — a quick check that the signer’s claimed title is plausible.
- Authority for the specific deal. For large or unusual transactions, ask for the company agreement’s signing-authority provisions and a written resolution or consent authorizing this contract and this signer.
Common Signature Mistakes
| Mistake | Why it’s a problem | Fix |
|---|---|---|
| Signing your name with no entity or title | You may be personally liable as an undisclosed agent | Always use the full block: entity, “By:”, name, title |
| Wrong or abbreviated entity name | Ambiguity over who is bound; collection and enforcement fights | Match the name filed with the Secretary of State exactly |
| Using only the DBA | Trade names aren’t legal persons; courts have treated this as failing to disclose the principal | Name the LLC, then add “d/b/a” |
| Signing before the LLC exists | An LLC doesn’t exist until the Secretary of State files its certificate of formation; a promoter who signs first is personally liable and stays liable after formation, absent a novation | Form first, sign second — or get a novation once formed |
| Signing without authority | The deal may not bind the company; the signer may be liable to the counterparty or the company | Confirm authority in the company agreement or get a resolution |
Frequently Asked Questions
Do I sign as “Member” or “Manager”?
Use the title matching your company’s structure: Manager (or an officer title) in a manager-managed LLC; Member or Managing Member in a member-managed LLC.
Can any member sign a contract for a Texas LLC?
In a member-managed LLC, generally yes for ordinary-course business under § 101.254, unless the company agreement says otherwise. In a manager-managed LLC, non-manager members generally cannot.
What if I already signed a contract in my own name?
You may be personally liable, but the problem can sometimes be fixed by amending the contract or substituting the LLC through a novation with the counterparty’s consent. Address it before it ripens into a dispute.
Does signing correctly guarantee I can’t be personally liable?
No — personal guarantees, fraud, and other theories exist independent of the signature block. But signing correctly eliminates the most common, most avoidable path to personal liability on a company contract.
A signature block takes ten seconds to get right and can cost six figures to get wrong. Reidel Law Firm helps Texas businesses with contracts, LLC governance, and entity matters on transparent flat fees — talk to a Texas business attorney before you sign.
