Who can sign to sell land owned by a Texas LLC?

Under Business Organizations Code Section 101.251, the LLC's governing authority is its managers if the certificate of formation says it has managers, and its members if it does not, unless the company agreement says otherwise. Section 101.254 makes each governing person, and each officer given authority, an agent of the company.

What is a certification of trust?

A short document under Property Code Section 114.086 that states the trust exists and when it was signed, who the settlor and current trustee are, the trustee's powers, whether the trust can be revoked and by whom, which cotrustees must sign, and how title should be taken.

Does the buyer need to see the whole trust?

Usually not. Section 114.086 lets a person rely on a certification of trust and ask for excerpts naming the trustee and granting the power to act. Someone who demands the full trust document on top of that can be liable for damages if a court finds the demand was not in good faith.

What should an LLC have ready before selling land?

The certificate of formation, the company agreement and any written consent or resolution approving the sale, so the buyer's title company can confirm who may sign. Ask the title company early what it will require.

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Selling Texas Land Owned by an LLC or a Trust: Who Signs

By the Land Dreamz team · Published October 24, 2026 · 5 min read · Leer en español

Short answer: When Texas land is held in an LLC or a trust, the company or the trustee is the seller, so the question is who can sign for it. Under Business Organizations Code Section 101.251, an LLC is governed by its managers if its certificate of formation says it has managers, and otherwise by its members, unless the company agreement says otherwise; Section 101.254 makes each governing person and authorized officer an agent of the company. For a trust, Property Code Section 113.010 lets a trustee contract to sell, sell and convey, or grant an option on real property, for cash or on credit. A certification of trust under Section 114.086 states who the trustee is, the trustee's powers, whether the trust is revocable and who must sign; a buyer may rely on it and generally may not demand the full trust document as well. Gather the formation papers, company agreement or trust certification before you list, so the title company can confirm authority early.

Some Texas land is not owned by a person at all. It sits in a family LLC, a partnership, or a living trust set up for estate planning. When it is time to sell, the land still sells the same way, but the buyer's title company will ask one question first: who has the authority to sign for the owner? This guide explains how Texas law answers that for LLCs and trusts, and what papers to gather so the question does not slow the sale.

This article is general information. It is not legal advice. Ask a Texas attorney to review the company agreement or trust document for your sale.

Land owned by an LLC

The LLC, not its members, owns the land, so the LLC is the seller. Texas Business Organizations Code Section 101.251 says that, unless the company agreement says otherwise, the LLC's governing authority is:

its managers, if its certificate of formation states that the company has managers; or
its members, if the certificate of formation does not.

Section 101.254 adds that each governing person, and each officer given actual or apparent authority by the governing authority, is an agent of the company for its business. An act that apparently carries out the company's ordinary business, such as signing an instrument in its name, binds the company unless the person lacked authority and the other side knew it. An act outside the ordinary course binds the company only if it is authorized.

Selling the company's land may or may not be ordinary course for that LLC, which is why title companies ask to see the papers. Expect to provide:

the certificate of formation (showing whether the LLC is manager-managed or member-managed);
the company agreement, and any part of it about selling property;
a written consent or resolution approving the sale and naming who signs.

Land owned by a trust

In a trust, the trustee holds title and signs. Texas Property Code Section 113.010 gives a trustee the power to contract to sell, sell and convey, or grant an option to sell real property, at public auction or private sale, for cash, on credit, or part of each, subject to what the trust document says.

The buyer does not usually need to read the whole trust. Section 114.086 lets the trustee give a certification of trust instead. It states:

that the trust exists and the date it was signed;
who the settlor is, and the name and mailing address of the current trustee;
the trustee's powers;
whether the trust is revocable, and who can revoke it;
which cotrustees must sign, if there is more than one;
how title to trust property should be taken.

A person who relies on the certification without knowing it is wrong may assume the facts in it, and may ask for excerpts that name the trustee and grant the power to act. Someone who demands the full trust document on top of that can be liable for damages if a court finds the demand was not made in good faith. Section 114.081 adds that a person who deals with a trustee in good faith and obtains a certification or a copy of the trust does not have to look into the extent of the trustee's powers.

If the trust was set up so the land would pass outside probate, our guide on transfer on death deeds covers another tool families use, and our guide on selling inherited land covers sales after a death.

What the title company will check

Whatever the owner, the title company checks that the name on the deed matches the seller and that the person signing has authority. Our guide on reading a title commitment shows where those requirements appear. If the deed is in a name that no longer exists, such as an LLC that was ended, raise it with the title company right away.

A checklist before you list

Pull the current deed and confirm the exact owner name.
For an LLC: gather the certificate of formation, the company agreement and a written approval of the sale.
For a trust: prepare a certification of trust, and have the trust excerpts naming the trustee ready.
Ask the title company early what it will require to insure the sale.

Our guide on what to have ready before you sell covers the rest. If you want a number for land held in a company or trust, you can ask us for a written cash offer.

Common questions

Who can sign to sell land owned by a Texas LLC?: Under Business Organizations Code Section 101.251, the LLC's governing authority is its managers if the certificate of formation says it has managers, and its members if it does not, unless the company agreement says otherwise. Section 101.254 makes each governing person, and each officer given authority, an agent of the company.
Can a trustee sell land in Texas?: Yes, if the trust allows it. Property Code Section 113.010 says a trustee may contract to sell, sell and convey, or grant an option to sell real property, at public auction or private sale, for cash or for credit or part of each.
What is a certification of trust?: A short document under Property Code Section 114.086 that states the trust exists and when it was signed, who the settlor and current trustee are, the trustee's powers, whether the trust can be revoked and by whom, which cotrustees must sign, and how title should be taken.
Does the buyer need to see the whole trust?: Usually not. Section 114.086 lets a person rely on a certification of trust and ask for excerpts naming the trustee and granting the power to act. Someone who demands the full trust document on top of that can be liable for damages if a court finds the demand was not in good faith.
What should an LLC have ready before selling land?: The certificate of formation, the company agreement and any written consent or resolution approving the sale, so the buyer's title company can confirm who may sign. Ask the title company early what it will require.

Sources

Each source was opened and read on October 24, 2026. Rules and rates change: check the source for the current version.

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