Certain organizational documents for an LLC and the initial incorporation require the presence of the members to be valid. However, that's not always feasible, such as a timeframe suitable to capitalize on favorable circumstances in the market.
In those cases, the LLC members can draft a written consent instead of holding a meeting in which all the actions members agree on are outlined in detail. Each member can sign the document individually without having to meet concurrently in the same place. In effect, the LLC Organizational Consent in Lieu of Meeting becomes a substitute for the actual meeting.
An Organizational Consent in Lieu of Meeting is a legal document supplanting a physical meeting by LLC members. In the form, members provide their consent for action or series of actions that would otherwise require their presence to approve.
In member-managed LLCs, many actions require member ratification, and this document allows members to ratify them without a meeting. By signing the document, the initial members of an LLC can forego an initial organizational meeting altogether. Some everyday use cases for an LLC Organizational Consent in Lieu of Meeting include:
Adoption of the initial operating agreement of the LLC.
Authorizing the opening of bank accounts on behalf of the LLC.
Appointing the initial managing persons and other officers of the LLC.
Depending on your state, an LLC Organizational Consent in Lieu of Meeting may also be known as:
Unanimous Written Consent of the Members in Lieu of Organizational Meeting
Members' Consent in Lieu of Meeting
Unanimous Consent Regarding the Organization of an LLC
Members' Consent to Organize in Lieu of Meeting
An LLC Organizational Consent in Lieu of Meeting is most commonly used when the LLC members can't or won't meet in person to organize the LLC or make management decisions that require their presence. Any LLC members may request a consent form to be drafted if they can't be present at the meeting.
The LLC Organizational Consent in Lieu of Meeting becomes an official internal document of the LLC, and, once executed, members can't withdraw their consent without approval from other signatories. It's typically used by initial members of an LLC to agree to the certificate of formation or where a meeting is required. Failure to hold meetings or provide written consent in this way may result in the loss of liability protection for the members in some cases.
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To create a valid LLC Organizational Consent in Lieu of Meeting, it needs to have certain elements outlined in detail. With our proprietary form generator, all you need to do is answer a few questions, and we'll create a document fitting your needs according to the laws in your jurisdiction.
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To create your document, please provide:
Governing State: The state whose laws govern the LLC Organizational Consent in Lieu of Meeting. Typically, this is the state where the LLC was or will be formed.
Company Details: The name, formation information, and other relevant details of the LLC, including the date when the certificate of formation was filed.
Date: The date when the LLC Organizational Consent in Lieu of Meeting is created.
Officer Identities: The names, membership interest, capital contribution, and other identifying information of the members of the LLC.
Potential Members: If the LLC Organizational Consent in Lieu of Meeting extends membership to new members, they should be identified in the document.
Regulations: Choose whether the LLC created governing bylaws and, if so, attach them to the organizational consent form.
Principal Office Location: The address of the LLC's headquarters.
Registered Agent: The name and address of the registered agent associated with the LLC.
Certificate of Formation: A document filed with state authorities officially registering an LLC in that state.
Company Agreement: An internal company document establishing an operating framework for an LLC.
Fiscal Year: A calendar year chosen by the LLC members to represent its active year for tax purposes.
Membership Interest: The share of profits and losses of a particular member in an LLC or other type of business entity.
Minute Book: A minute book is a written document or group of documents with all the company's records in a company's context. It can include several legal documents such as bylaws, company resolutions, annual reports, and meeting minutes.
To make it legally valid, an LLC Organizational Consent in Lieu of Meeting needs to be signed by all LLC members whose presence would otherwise be required.
As an internal company document, the LLC Organizational Consent in Lieu of Meeting does not need to be notarized or witnessed. However, notarizing or witnessing the signatures protects the document if it is ever challenged in the future.
If the draft of the LLC Organizational Consent in Lieu of Meeting was for the initial incorporation of an LLC, an executed copy should be attached to the rest of the company minutes. Members of the LLC signing the LLC Organizational Consent in Lieu of Meeting may also want to keep a copy of the document for their records.
The consent does not need to be filed with any state or federal authority or records office.
States generally require that an LLC is represented by a registered agent to ensure clear lines of communication between the state and the company. The registered agent has a physical office in the state and the job entails facilitating any process between the state and the LLC.
While there is no statutory requirement to use an LLC Organizational Consent in Lieu of Meeting to add new members to an LLC, it may be required in your company’s operating agreement. If there are no guidelines in the LLC’s operating agreement about adding new members, you should default to your state’s laws governing the process.
Typically, the members of an LLC are also owners. In other words, they hold an interest in the company, much like a stockholder in a corporation. Managers, on the other hand, are elected by the members of an LLC to perform administrative duties and serve a similar purpose to the directors of a corporation. Members can also be managers in an LLC.
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