Organizational resolutions for an LLC These are sample form organizational resolutions for a California LLC, covering:
Appointment of accountants Appointment of officers Approval of Operating Agreement Sale of member Interests Approval of borrowings Other sample resolutions
The State Bar of California, “Guide to Organizing and Operating a Limited Liability Company in California”
ORGANIZATIONAL RESOLUTIONS OF THE MEMBERS [MANAGERS]1 OF ______________________________________ LLC A CALIFORNIA LIMITED LIABILITY COMPANY APPOINTMENT OF ACCOUNTANTS. RESOLVED, that ____________________ are hereby appointed to serve as the independent public accountants of this limited liability company for the fiscal year ending ______________________. APPOINTMENT OF OFFICERS.2 RESOLVED, that the following persons are elected to the office(s) indicated next to their names to serve until their successor(s) shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this limited liability company, to take their respective office(s) immediately upon such appointment: Office President and Chief Executive Officer Senior Vice President Vice President Secretary Chief Financial Officer Assistant Secretary Assistant Treasurer Name
APPROVAL OF AGREEMENT RESOLVED, that the form of ____________________ Agreement presented to the Member [Managers] [in the form of Exhibit _____] is hereby approved and the Members [Managers] [or officers] of this limited liability company are, and each individually is, authorized and instructed, for and in the name of this limited liability company, to execute and deliver such Agreement in substantially the form [that was presented to the Members [Managers]] [as set forth on Exhibit _____], with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof. RESOLVED, FURTHER, that the Members [Managers] [or officers] of this limited liability company be, and each acting alone is, hereby authorized, empowered and directed, for and on behalf of this limited liability company, to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing, amendment and delivery of any and all papers, agreements, documents, instruments and certificates, and the payment of such sums, as such officers may deem necessary or advisable to carry out and perform the obligations of this limited liability company under such Agreement and consummate the transactions contemplated therein.
These are sample resolutions relating to matters other than those typically covered in the operating agreement and will need to be tailored to the particular situation. Note that a number of important issues typically need to be addressed, for example: (1) Who is authorized to execute documents? (2) What authority is given to persons executing documents to amend the form of documents presented to the managers? (3) Is member approval also necessary? If the resolutions refer to approval of an agreement in the form attached as an Exhibit to the resolutions, the managers or secretary of the company should ensure that in fact a form is attached. 2 Under Cal. Corp. Code '17154 appointment of officers is optional. If officers are to be appointed, a written operating agreement must so provide.
SUBSTITUTION OF AGENT FOR SERVICE OF PROCESS RESOLVED, that ____________________ is approved as this limited liability company's agent for service of process in California, substituting for this limited liability company's current agent for service of process. RESOLVED FURTHER, that the Members [Managers] [or officers] of this limited liability company shall make such filings with the Secretary of State as shall be necessary to effect the substitution of this limited liability company's agent for service of process. APPROVAL OF EMPLOYMENT AGREEMENT. RESOLVED, that the Members [Managers] approve the terms of a proposed Employment Agreement between this limited liability company and ____________________. RESOLVED FURTHER, that the Members [Managers] [or the President, Vice President or Chief Financial Officer] of this limited liability company are, and each acting alone is, hereby authorized to execute and deliver on behalf of this limited liability company the Employment Agreement substantially in the form attached hereto as Exhibit _____ with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof. SALE OF MEMBERSHIP INTERESTS. RESOLVED, that this limited liability company sell and issue membership interests to the persons and for the consideration set forth below; that the consideration for these membership interests shall be paid in full before the