How to Sign a Contract for Your LLC (Not Yourself)

You paid the state, got the certificate, opened the business bank account. Then you signed your biggest contract of the year as "Jordan Smith," with no company name anywhere on the page.

That one line can matter more than the filing fee. An LLC protects you from the company's contract debts only when the company is actually the party to the contract. If the paperwork says you made the deal, the other side may argue that you owe it. Before your next signature, our contracts practice can review how your agreements are set up and signed.

Why the signature line matters

A Michigan LLC is a separate legal person. Under the Michigan Limited Liability Company Act (MCL 450.4101 and following), members and managers generally aren't personally liable for the company's debts and obligations just because they own or run it.

But the act protects you from the company's obligations. It doesn't protect you from your own. Contracts bind the parties named in them. If the contract names you as an individual, or you sign in a way that looks personal, the counterparty has an argument that the deal is yours, and your house, savings and car stand behind it instead of the business's bank account.

Courts look at the whole document and the circumstances to decide who the parties were. You don't want that question decided after something goes wrong.

The general rule: sign as an agent, not as yourself

An LLC can't hold a pen, so a person always signs for it. Under general agency principles, reflected in the Restatement (Third) of Agency, a person who signs for a disclosed principal, meaning the other side knows who the company is and that you're acting for it, is generally not a party to the contract. The company is.

The trouble starts when the company is hidden or unclear. If the other side doesn't know you were acting for a business, or knows there's a business but not which one, the agent who signed can end up personally bound. That's why the goal is simple: make the company's name and your role impossible to miss.

What a proper LLC signature block looks like

Here's a clean format, line by line:

• Detroit Studio Collective LLC, a Michigan limited liability company
• By: ______________________
• Name: Jordan Smith
• Title: Managing Member
• Date: ______________

Four things are doing the work:

• The company's exact legal name on top, matching what's on file with Michigan's Department of Licensing and Regulatory Affairs (LARA), including "LLC."
• "By:" before your signature, which signals you're signing on someone else's behalf.
• Your name and your title, such as Member, Manager, Managing Member or CEO, showing the capacity you're signing in.
• The same company name in the opening paragraph. The block at the bottom isn't enough if the first line of the contract says the agreement is "between Jordan Smith and Acme Supply."

Compare that with "Jordan Smith" alone on a line with no company name. Or "Jordan Smith, owner" with no business identified. Or the company's brand name, like "DSC Creative," when the LLC's legal name is something else. Each of those gives the other side room to argue.

The brand-name trap

Many small businesses operate under a name that isn't the LLC's legal name. A creator's LLC might be "Smith Media Holdings LLC," while every invoice, website and Instagram handle says "Glow by Jo."

That's normal, but a contract should still identify the legal entity. If you use a different trade name, Michigan lets an LLC file a certificate of assumed name with LARA. A good practice in the contract is "Smith Media Holdings LLC, d/b/a Glow by Jo." That ties the brand people recognize to the company that's legally responsible.

If you're signing as "Glow by Jo" and there's no assumed name on file and no LLC named anywhere, you've made it harder to show that a company, rather than you, made the deal.

Signing before the LLC exists

A common creator and founder move: the lease, the venue or the brand deal shows up before the paperwork does. You sign for "Glow by Jo LLC (in formation)" and file with the state next week.

Be careful. As a general rule, a person who signs a contract for a company that doesn't exist yet can be personally liable on it, at least until the company is formed and takes the contract over, and sometimes even after, unless the other side agrees to release the signer. The company doesn't automatically inherit a contract signed before it was born.

Cleaner options:

• Form the LLC first. In Michigan, filing articles of organization online is usually quick. Waiting a few days for the entity can be worth more than signing today.
• If you must sign early, say so in the contract. Put in writing that the agreement will be assigned to the LLC once it's formed and that you'll be released from personal liability when the LLC takes it over.
• Have the new LLC formally adopt the contract once it exists, and get the counterparty's signed acknowledgment.

Where a personal guarantee hides

Sometimes you sign correctly for the LLC and still end up personally on the hook, because the contract asks you to.

Watch for language like "the undersigned personally guarantees," a second signature line labeled "Individually," or a guaranty page tucked in after the signature page. Landlords and lenders ask for these all the time. Signing that second line is a separate promise from you as a person, and your LLC doesn't shield you from it. We cover the tradeoffs in should you sign a personal guarantee.

The point here isn't that you can never sign one. It's that you should know which line you're signing and why.

Who's allowed to sign for the company

The flip side matters if you're on the receiving end. If a company's employee or one of several members signs a deal, can they bind the business?

That depends on the LLC's structure and its operating agreement, along with agency rules about actual and apparent authority. A manager-managed LLC may limit who can sign contracts above a dollar amount. A Michigan LLC operating agreement is the place to spell out signing authority, especially if you have co-owners.

When you're signing a deal with another business, ask for the signer's name and title, and for larger deals, consider asking for confirmation that they're authorized. If you sign electronically, the same rules apply; see whether electronic signatures are binding in Michigan.

Habits that keep the wall up

Signing correctly works best alongside the rest of your separation habits:

• Contract in the company's name everywhere: proposals, invoices, statements of work and emails confirming deals.
• Get paid to the business account, not your personal Venmo or checking.
• Keep the LLC in good standing with LARA by filing the required annual statement.
• Store signed contracts with the company's records, not in your personal email.
• Use your own template carefully. Downloaded forms often have a generic signature block that doesn't name an entity. If you use one, fix it before it goes out; we explain the other gaps in should you use a template contract.

A quick example

Here's a made-up scenario. A Detroit photographer forms an LLC and books a $12,000 commercial shoot. The client sends its standard agreement, which lists the parties as the client and "Jordan Smith, Photographer." Jordan signs her name and returns it.

The shoot goes badly. A rented lighting rig is damaged and the client claims costs beyond what Jordan was paid. The client's position: Jordan personally signed, the contract names Jordan, and nothing in the agreement mentions an LLC.

Jordan has arguments. Her invoices came from the LLC, and payment went to the LLC's account. But she's now arguing about who the party was instead of what the contract required. A two-minute fix before signing, "Jordan Smith Photography LLC, by Jordan Smith, Member," would have taken that fight off the table.

When to call ELN

Call us if you're signing a significant contract for your business, if you've been signing in your own name and want to clean up existing agreements, if you signed before your LLC existed, or if someone is trying to hold you personally responsible for a company deal. We'll review the agreements, how they were signed, and what happened afterward, and give you a realistic read on where you stand. No one can guarantee how a dispute will end, but the right signature block costs almost nothing compared to the fight it can prevent.

Running your business through an LLC? Schedule a consultation or visit our contracts practice.

You Call You Win.