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What Is an LLC Resolution?

Overview

What Is an LLC Resolution?

An LLC resolution is a formal document that outlines the decisions made by the members of a Limited Liability Company (LLC). A few examples of LLC resolutions include making changes to the LLC operating agreement, electing new members, the purchase or sale of real estate, or opening a new business bank account. 

Do I need a resolution for my LLC?

Unlike corporations, LLCs aren’t required to utilize resolutions, however, they are highly recommended as they document important decisions made on behalf of the company. This helps to ensure that all members are on the same page, minimizes misunderstandings, and possibly strengthens the LLC’s liability protection.

While there is no legal requirement to create an LLC resolution, it is generally a good idea to document any major decisions made by the LLC. Formal resolutions aren’t usually needed for small day-to-day decisions, however, they are useful for bigger business decisions. 

It’s also much more likely that LLC resolutions will be used for multi-member LLCs than for a single-member LLC (since you will probably not have a dispute with yourself over a decision), but that doesn’t mean you won’t ever need them.

It is important to include voting requirements in the LLC Operating Agreement or Articles of Organization. For instance, it should require more approval to make major changes such as changing the Operating Agreement or dissolving the LLC, and because of this, a majority vote is typically required. Smaller decisions such as opening a new bank account or setting meeting dates may require a smaller percentage.  

What should LLC member resolutions include?

When drafting an LLC resolution, it is important to include certain key elements, such as:

  • The date of the meeting at which the resolution was passed
  • The names of members who were present
  • A description of the matter that was being voted on. 
  • The resolution should also state the outcome of the vote, including how each member voted. 

Once the resolution is drafted, it should be signed by all of the members who were present at the meeting. Once it is signed, it becomes a binding record of the LLC’s decisions.

Where can I find an LLC resolution template?

LLC resolution templates can be obtained from an attorney or a free template from legal template sources such as LawDepot
or Northwest.

What to do with your LLC Resolution

After an LLC resolution is created, it should be kept in the LLC’s records. This way, if there is ever any confusion about a past decision made by the LLC, the resolution can be referenced to clear things up. Additionally, if the LLC is ever involved in legal proceedings, the resolutions may be used as evidence of the company’s

What is required to open an LLC business bank account?

In order to open a business bank account for your LLC, you will need to provide the bank with your LLC’s Articles of Organization, Operating Agreement, and resolution authorizing the opening of the bank account. You will also need to provide the bank with the names, contact information, and state ID of all of the LLC’s members.

Related: What is an LLC bank resolution?

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