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.
Idaho Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member In Idaho, unanimous consent to action by the sole member of a limited liability company (LLC) is a legal procedure that allows the sole member to make important decisions, such as accepting and appointing a new member, without conducting a formal meeting. This process offers convenience and flexibility for LLC owners, particularly when time constraints or other circumstances prevent holding a physical gathering. By utilizing this consent, a sole member can effectively expand their LLC membership while complying with Idaho's legal requirements. To begin, the sole member must prepare a written consent that explicitly states their intended action of accepting and appointing a new member. The consent document should clearly outline the full name, address, and contact information of both the existing sole member and the prospective new member. It is crucial to include specific language indicating that the sole member approves the addition of the new member, as well as their intention to appoint them as a member of the LLC. Next, the drafted consent document must be signed and dated by the sole member. To establish validity, it is essential to execute the consent with the same formalities as a record required by Idaho law. This typically includes printing the sole member's name and title (such as "Managing Member") beneath their signature. Additionally, a copy of the consent document should be both retained by the LLC and provided to the new member. Meanwhile, it's important to note that while unanimous consent to action is generally used by single-member LCS, it may also be relevant to multi-member LCS in specific situations where unanimity is required. In such cases, all members must sign the consent document, ensuring unanimous agreement on the decision regarding accepting and appointing a new member. Aside from accepting and appointing a new member, unanimous consent to action can be applied to various circumstances within an LLC. Some potential examples include adopting or amending an operating agreement, authorizing a significant contract or transaction, changing the LLC's business structure, admission of additional members, or terminating the company. Each of these actions can be approved and implemented through unanimous consent, providing an efficient and straightforward alternative to convening a formal meeting. In summary, the Idaho Unanimous Consent to Action By Sole Member of a Limited Liability Company allows sole members of an LLC to accept and appoint new members without holding a meeting. By preparing a written consent document and obtaining the sole member's signature, the process ensures compliance with legal requirements while providing convenience and flexibility. This unanimous consent procedure can be applied to various decisions beyond accepting and appointing new members, making it a versatile tool for LLC management.
