Corporate resolutions help single-member LLCs to maintain compliance with state laws while simplifying their activities. A business resolution lays forth important choices, including signing contracts, establishing a bank account, or making large purchases.
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LLC managers may occasionally need to make a resolution—a formal record of a vote that authorizes a specific business action. Typically, resolutions are made by the members of an LLC. However, there are some cases where members have granted authority to managers to make resolutions on behalf of the company.
The initial resolutions for the board of managers of an LLC are official documents that record the key decisions made by the board when your LLC was first formed. These include decisions like the appointment of officers, issuing membership units, and how conflicts of interest will be managed.
Essentially, this initial resolution approves how the corporation acts in between its formation and the adoption of its internal governing documents (bylaws) and authorizes the appointment of directors.
The title of the resolution must appropriately reflect the intent. Resolutions begin with "Whereas" statements, which provides the basic facts and reasons for the resolution, and conclude with "Resolved" statements which, identifies the specific proposal for the requestor's course of action.
When drafting resolutions, keep these key points in mind: Use clear, specific language about the decision being made. Include the date, time and location of the meeting where the resolution was passed unless it was passed by way of round robin. Note whether the resolution passed unanimously or by a majority vote.
A resolution has two parts: the heading and the body. The heading is the administrative/organizational portion of a resolution and contains the name of the committee, the topic, and the names of the sponsoring countries, the countries that are signatories, and the committee code.