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.
Florida Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member In the state of Florida, limited liability companies (LCS) have the option of utilizing a unanimous consent to action by a sole member, in lieu of a meeting, to accept and appoint a new member. This process allows the LLC's sole member to make decisions regarding membership without the need for a formal meeting. Key Features: — Consent: The unanimous consent to action refers to the agreement and authorization given by the LLC's sole member to admit and appoint a new member. — Sole Member: In an LLC, the sole member refers to the individual or entity who has complete ownership and control of the company. This person has the authority to accept and appoint new members. — Limited Liability Company: An LLC is a form of legal business entity that offers limited liability protection to its owners (members), along with flexible management and tax advantages. — Accepting a New Member: Through this unanimous consent to action, the sole member agrees to admit an individual or entity as a member of the LLC. — Appointing a New Member: In addition to accepting a new member, the sole member has the power to point the new member to the LLC, thereby granting them legal rights, responsibilities, and obligations associated with membership. Types of Unanimous Consent to Action By Sole Member: 1. Acceptance and Appointment: This type refers to the unanimous consent to action by a sole member of an LLC to accept and appoint a new member. It involves the consent of the sole member to admit the new member to the LLC and then appoint them in accordance with the company's operating agreement. 2. Consent to Remove and Replace a Member: Another type of unanimous consent to action involves the sole member's decision to remove an existing member and replace them with a new member. This action is typically taken when there is a need to replace a member due to various reasons such as resignation, death, or expulsion. 3. Consent to Change Membership Interests: This type of unanimous consent pertains to changes in the membership interests of the LLC. The sole member can authorize changes in ownership percentages, profit allocations, voting rights, or any other aspect related to the members' economic and management rights. The unanimous consent to action by the sole member is an efficient and convenient method for an LLC to accept and appoint new members without the need for formal meetings. It offers flexibility and streamlines decision-making processes, allowing the sole member to take prompt actions in admitting and appointing new members to the company.
