Initial Resolutions – Manager-Managed LLC
In states where the managers are not listed on the Articles of Organization, the initial resolutions are used to show who has authority to act for the LLC. The initial resolution documents and approves the actions that occur between formation and the adoption of its internal governing documents (operating agreement).
Why do I need initial resolutions for my LLC?
Companies like LLCs are unable to act by themselves. Living and breathing humans are the only ones who can physically act for the business. When the managers are not listed in the Articles of Organization, the initial resolutions are used to show which people can act on the LLC’s behalf.
What should initial resolutions include?
- The initial resolutions should cover all the essential items that are not covered by the Articles of Organization. For instance, the initial resolutions generally include:
- The LLC’s name and filing number
- The date and state of organization
- Ratification (approval) of the actions of the organizer
- Statement that the Articles of Organization have been completed
- The appointed managers of the LLC
- Statement adopting the operating agreement of the LLC
- Any other statements of initial business (such as setting up a bank account or hiring specific firms or service providers)
- Date and signature of the organizer