LLC Designation of Tax Matters Member

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									LLC Designation of Tax
Matters Member
This LLC Designation of Tax Matters Member is an action taken by unanimous written
consent of the owners (called “members”) of an LLC designating a tax matters member.
A tax matters member is one of the members of an LLC who is responsible for all tax
matters which is required if the LLC elects to be taxed as a partnership. Simply enter
your information in the yellow highlighted fields, delete the bolded instructions, and you
will have a customized LLC resolution that names a tax matters member.
           ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT

                                 OF THE MEMBERS OF

            ___________________, LLC [Instructions: Insert the LLC’s name]

                  Dated: _______________ [Instructions: Insert the date]

The following action is hereby taken by unanimous written consent of the Members of
____________________, LLC [Instructions: Insert the LLC’s name] (the “Company”), a
____________________ [Instructions: Insert the state of LLC formation] limited liability
company. This action is taken in lieu of a special meeting of the Members of Company
scheduled for _____________________. [Instructions: Insert the date of the meeting]

                      TAX MATTERS MEMBER DESIGNATION

WHEREAS, on or around _______________, [Instructions: Insert the date the Operating
Agreement was drafted] the initial Members of the Company entered into a limited liability
company operating agreement to define the operation of the Company (the “Operating
Agreement”).

WHEREAS, the Operating Agreement provides, pursuant to Section 6231(a)(7) of Internal
Revenue Code of 1986, as amended, that Company is required to identify a member that will be
responsible for the Company’s tax matters;

WHEREAS, Company desires to name and identify the member that will be responsible for
such tax matters;

WHEREAS, the Members considered naming __________________ [Instructions: Insert the
name of the LLC member that will responsible for tax matters] as the Company’s tax
matters member pursuant to Section 6231(a)(7) of Internal Revenue Code of 1986, as amended.

NOW THEREFORE, BE IT RESOLVED, that it is deemed in the best interests of the
Company to name __________________ [Instructions: Insert the name of the LLC member
that will responsible for tax matters] as the Company’s tax matters member.

RESOLVED FURTHER, that Company shall execute any applicable forms, certifications and
agreements which may be required to evidence such appointment of Company’s tax matter
member.

Dated: __________________ [Instructions: Insert the date]


                                                 ______________________________
                                                 _______________________, [Instructions:
                                                 Insert name of signatory] Member
______________________________
_______________________, [Instructions:
Insert name of signatory] Member

								
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