Initial Resolutions – Member-Managed LLC
If member are not listed on the Articles of Organization, the initial resolutions are needed to show who has authority to act for the LLC. While it may seem like a formality, the initial resolution is an important piece of starting a business. Put simply, the initial resolution shows how your LLC acts in between its formation and the adoption of its internal governing documents (e.g. its operating agreement).
Why does my LLC need initial resolutions?
Companies are unable to act by themselves. Living and breathing humans are the only ones who can physically act for the business. When the members are not listed in the articles of organization, the initial resolutions are used to show which living human(s) 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
- Ratifying (or approving) the actions of the organizer
- Statement that the Articles of Organization have been completed
- The members 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 a specific firm or service provider)
- Date and signature of the organizer