Section 404(d) of the Uniform Limited Liability Company Act (1996) provides: "Action requiring the consent of members or managers under this Act may be taken without a meeting." This is a form of resolution adopted by unanimous consent of the members of a limited liability rather than having a formal meeting.
Delaware Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member Delaware Unanimous Consent to Action By Sole Member of a Limited Liability Company is a legal process that allows the sole member of an LLC to make decisions and take actions without holding a formal meeting. Specifically, this process enables the sole member to accept and appoint a new member to the LLC. In Delaware, an LLC can be governed by the terms outlined in its operating agreement or the default provisions stated in the Delaware Limited Liability Company Act. To accept and appoint a new member through Unanimous Consent to Action, the sole member must follow the applicable procedures and legal requirements. The Unanimous Consent to Action By Sole Member generally involves the following steps: 1. Review of the Operating Agreement: The sole member should carefully review the operating agreement to ensure it does not impose any restrictions or conditions that may affect the acceptance and appointment of a new member. 2. Drafting the Consent Document: The sole member prepares a written consent document, which outlines the decision to accept and appoint a new member. The document should include the full legal name of the new member, their contact information, and any specific terms and conditions agreed upon. 3. Voting and Signature: The sole member signs the consent document, indicating their approval and agreement to accept and appoint the new member. As the sole member, their vote carries the weight of the entire LLC. 4. Effective Date: The consent document should specify the effective date of the acceptance and appointment of the new member. It can be immediately effective or set for a future date, as desired by the sole member. 5. Filing and Record-Keeping: While not mandatory, it is advisable to store a copy of the consent document in the company's records, ensuring proper documentation of the decision and its execution. Different Types of Delaware Unanimous Consent to Action By Sole Member include: 1. Accepting and Appointing a New Managing Member: In an LLC with multiple members, the unanimous consent may involve appointing a new member who will take on the role of a managing member. This type of consent may require additional considerations and provisions related to the new member's responsibilities and decision-making authority. 2. Accepting and Appointing a Silent Member: A silent member is one who contributes capital to the LLC but does not actively participate in the company's management or day-to-day operations. The unanimous consent to action by the sole member may specify the terms and conditions under which a silent member is accepted and appointed. 3. Accepting and Appointing an Industry Expert as a Member: When an LLC seeks to leverage the expertise or industry connections of a particular individual, the unanimous consent may involve accepting and appointing them as a member. In this case, the consent document may include additional clauses or agreements that outline the member's specific role and contributions expected from them. Delaware Unanimous Consent to Action By Sole Member simplifies the decision-making process for single-member LCS, allowing them to accept and appoint new members without the formality of a meeting. It is crucial to consult legal professionals or review Delaware LLC laws to ensure compliance with all necessary procedures and requirements.
