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LLC Member Resolution Template
Formally document LLC member decisions and authorizations clearly with this LLC Member Resolution Template.
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LLC Member Resolution Template
LLC Name: [LLC Name]
State/Country of Formation: [State/Country]
Principal Address: [Address]
Date of Resolution: [Date]
Meeting Type: ☐ Member meeting ☐ Written consent
1. Authority and Background
1.1 The members of [LLC Name] (the “Company”) adopt this resolution in accordance with the Company’s operating agreement and applicable law.
1.2 Management Structure: ☐ Member-managed ☐ Manager-managed (if manager-managed, consider using a manager resolution).
2. Members and Voting
2.1 The following members participated:
[Member Name 1] – Ownership: [__]%
[Member Name 2] – Ownership: [__]%
[Member Name 3] – Ownership: [__]%
2.2 Quorum: ☐ Present ☐ Not required (written consent)
2.3 Vote Threshold Required: ☐ Majority ☐ Unanimous ☐ Other per operating agreement: [Threshold]
3. Resolution
3.1 Resolution Title: [Example: “Resolution to Approve Opening a Company Bank Account”]
3.2 Resolved, that:
[Insert the specific authorization, e.g., “the members hereby approve entering into the [Contract Name] dated [Date] with [Counterparty], and authorize any member/manager to execute and deliver the agreement on behalf of the Company.”]
3.3 Authorized Signer(s) (Optional):
[Name], [Title/Role]
[Name], [Title/Role]
3.4 Limits/Conditions (Optional): [Spending limits, duration, special terms.]
4. Adoption and Certification
4.1 This resolution was adopted on the date stated above by:
☐ Unanimous vote ☐ Majority vote ☐ Written consent
4.2 The undersigned certifies that this resolution is a true and correct record of the members’ decision and remains in effect unless revoked.
Signatures
Member #1: [Name]
Date: [Date]
Signature: ___________________________
Member #2: [Name]
Date: [Date]
Signature: ___________________________
Member #3 (Optional): [Name]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
Notary / Notarization (Optional)
State of [State]
County of [County]
On [Date], before me, [Notary Name], personally appeared [Member Name(s)], known to me (or satisfactorily proven) to be the person(s) whose name(s) are subscribed to this Resolution, and acknowledged that they executed it for the purposes stated.
Notary Public Signature: _______________________
My Commission Expires: _______________________
Notary Seal (if applicable): ___________________
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LLC Member Resolution Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
LLC MEMBER RESOLUTION TEMPLATE FAQ
What is an LLC member resolution?
An LLC Member Resolution is a written record of decisions approved by the members of a limited liability company (LLC). It is used to document major actions such as opening bank accounts, appointing managers, entering contracts, authorizing loans, admitting new members, or approving distributions.
When should you use an LLC member resolution?
Use a member resolution whenever the operating agreement or company practice requires written member approval, or when you want a clear record for banks, investors, auditors, or future disputes. It can be used for meetings or written consents.
What should be included in a member resolution?
Include: LLC name, date, description of the action being authorized, member names and voting rights (if relevant), vote outcome, and a certification by an authorized member or manager. This template includes quorum and written consent options.
Is a member resolution the same as a board resolution?
Similar concept, different entity type. Corporations use board resolutions; LLCs use member or manager resolutions depending on their structure. This template is specifically for member-managed LLC decisions but can be adjusted for manager-managed LLCs.
Does it have to be notarized?
Usually not, but some banks or counterparties may request notarization. This template includes an optional notary section.
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