Definition

• An LLC resolution documents the formal approval of an action by the members or the managers of the company.
  
  

When Needed

• Unless the operating agreement for the LLC clearly gives authority to an individual to take a particular significant action on the LLC's behalf, a resolution should be used to create or confirm that authority.
  
  

Member Resolutions

• In a member-managed LLC, only a member resolution would be needed. Members in a manager-managed LLC will have the right to approve matters not delegated to the managers by the operating agreement.
  
  

Manager Resolutions

• If the LLC has only one manager, the manager often can take an action (to the extent authorized by the operating agreement or the members) without a separate resolution. For example, the manager's signature on a contract evidences the manager's approval of the contract. LLC's with multiple managers use resolutions to document a majority or other approval.
  
  

LLC Resolution Contents

• LLC resolutions describe in writing what action the resolutions authorize, including appointing one or more individuals to sign documents or carry out other acts implementing the resolution. The required number of members or managers must sign the resolution.