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Corporate Resolution LLC: How It Works and Why It’s Important

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As a business owner, you know that running a company is not just about selling products or services. It also involves making important decisions that affect the company’s direction and operations. These decisions are made through corporate resolutions. 

June 4, 2014

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While not always required, Corporate Resolutions are valuable because they indicate that the actions were taken by, and on behalf of, the corporation.

What Is a Corporate Resolution LLC?

A corporate resolution LLC is a legal document that outlines the decisions and actions taken by an LLC’s members or managers. It is a formal record of the LLC’s internal affairs, including key decisions, resolutions, and transactions.

The document highlights important decisions made by the LLC, such as appointing officers or managers, issuing shares or ownership interests, adopting bylaws or operating agreements, and approving major business transactions. It is also used to authorize the LLC to take certain actions, such as entering into contracts or borrowing money.

Several key elements make up a corporate resolution LLC. These include:

  • The name of the LLC and the date of the resolution.
  • The names of all members or managers who are signing the resolution.
  • The decision or action being authorized by the resolution.
  • The terms and conditions of the resolution.
  • The effective date of the resolution.

Why Is It Important?

  • Legal Compliance: By documenting key decisions and actions, the LLC can demonstrate that it has followed all legal requirements, such as those outlined in its operating agreement, state laws, or federal regulations.
  • Internal Governance: The document helps ensure that the LLC’s members or managers are following proper procedures and making informed decisions that align with the company’s goals.
  • Liability Protection: Should any legal disputes arise, the corporate resolution LLC can be used as evidence to show that the LLC acted in good faith and followed proper procedures.
  • Financing and Investment: Banks and other investors may require a corporate resolution LLC as part of the due diligence process to ensure that the LLC has proper governance structures in place.

How Does a Corporate Resolution LLC Work?

Forming a corporate resolution LLC is fairly straightforward. Here are the steps:

1. Identify the Decision

The first step in creating a corporate resolution LLC is to identify the decision that needs to be made. This decision can be related to any aspect of the business, such as hiring a new employee, purchasing new equipment, or entering into a partnership agreement.

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2. Draft the Resolution

Once the decision has been identified, the next step is to draft the resolution. The resolution should state the decision that has been made, as well as any necessary details or conditions for implementing the decision. It should also include the names of the members or managers who are authorized to sign the resolution.

3. Vote on the Resolution

After the resolution has been drafted, it must be presented to all members or managers for a vote. Depending on the operating agreement of the LLC, a certain percentage of votes may be required for the resolution to pass. The resolution may be voted on during a meeting or through written consent.

4. Record the Resolution

Recording the minutes of the LLC’s meeting or in a written consent document ensures a record of the member’s or managers’ decisions. The minutes should include the date of the meeting or written consent, the names of those present, and a clear description of the resolution that was adopted.

5. Communicate the Decision

After the resolution has been adopted, communicate the decision to all members and relevant parties. This can be done through a written notice or by holding a meeting to discuss the decision and its implications.

Types of Corporate Resolutions

  • Organizational Resolutions: These resolutions establish the company’s structure, bylaws, and other foundational aspects.
  • Financial Resolutions: These resolutions deal with financial matters, such as approving budgets, borrowing money, or issuing stock.
  • Operational Resolutions: These resolutions address the company’s day-to-day management of the company, like hiring employees, entering into contracts, or purchasing equipment.
  • Legal Resolutions: These resolutions cover legal matters, such as settling disputes, creating partnerships, or forming subsidiaries.
  • Strategic Resolutions: These resolutions deal with the long-term goals and direction of the company, such as entering new markets, developing new products, or acquiring other companies.

Get Help from Business Formation Experts

NCH is committed to providing business formation services and support to help you create and grow your company. Our experts will help you draft and file legal and strategic resolutions and provide guidance and resources to help you achieve your business goals. 

Call 1-800-508-1729 or email us at info@nchinc.com to book your consultation!

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