US LLC - Certifying the powers and Authority of the Manager - Nightmare

[James Orwell]

Hey all,

looking for some wise advice here.

How do you certify the power and authority of a Wyoming LLC Manager in an EU country, beyond any reasonable doubt?

After consulting with a few national and international lawyers, I tried filing a Statement of Authority with the competent Business Register, to no avail.

The counterpart insists on a certification of powers issued by a Notary, but apparently a notary can only perform a Verification of Fact to certify:

"
(A) Date of birth or death;
(B) Name of parent, offspring or sibling;
(C) Date of marriage or divorce; or
(D) Name of marital partner.
"

(source: https://wyoleg.gov/Legislation/2011/SF0150 ).

The counterpart is probably assuming that notaries are equally prestigious in the US as in Europe, which is not the case. But that's not my concern at the moment.

Have you ever had to certify the powers and authority of the manager of an anonymous LLC in a Civil Law country? How did you proceed?

In a couple of EU sentences of courts of 3rd instance I found generic references to US notaries that actually confirmed that the manager had the powers and authority to sign the Power of Attorney to begin the litigation (probably one of the parties was quibbling about the POA), but there's no specific mention of what kind of instrument the US notary issued, or if it was just an opinion issued by the notary, specifically for the court.

Thanks for your help!

 

[mraleph]

Had similar requirement with tripartite relation; limited liability company formed in California, Swiss bank and company limited by shares.

Notarize Operating agreement, Member's decision to appoint manager and List of current directors/manager (may be performed by online notaries in Wyoming, but check that - perhaps they require wet signature; in that case, schedule an appointment with US embassy for notarization) then request the Appostile from Wyoming Secretary of the State.

 

[James Orwell]

Thanks for your reply!
So far, all the notaries I've consulted claim that they can strictly certify only the signature, and not the powers of who signs.
So the certification will only certify that it was indeed MR A who signed a document that says that MR A has such powers.
The Notary, on the other hand, cannot certify that what MR A signs is true, and therefore it won't be acceptable for our counterpart.

 

[mraleph]

I'll offer an insight into situation that a business of mine experienced.

Former CreditSuisse bank requested the same from one of my Swiss AG about US LLC manager's authority.

We did as I described previosly.

Notary can not certify the fact who has the manager's authority, as that fact is usualy not public nor derived from public registry.

Certification and notarization are different in nature and scope.

Documents are certified for authenticity - ie. copies, facts from registries etc. Signatures on deeds are notarized or solemnized for validity. Notary guarantees for the document content only when solemnization or notarization is performed.

In order to prove that certain person has management authority in US LLC, a chained proof is needed, as described in my previous post.

 

[Compliance Circle]

If you're ready to sacrifice privacy of Wyoming LLC - you can opt-in for disclosing manager's authority on registry.