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.
In Maryland, the Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member, refers to a legal document used by a sole member of an LLC to authorize and record the acceptance of a new member without the need for a formal meeting. The purpose of this document is to provide a convenient and efficient method for the sole member of an LLC to admit a new member into the company without the need for a physical meeting. By utilizing the Unanimous Consent to Action, the sole member can save time and resources while still complying with the legal requirements of admitting a new member. Keywords: 1. Maryland: This type of consent is specific to the state of Maryland, and it adheres to the regulations and laws governed by the Maryland Limited Liability Company Act. 2. Unanimous Consent: The consent refers to the agreement and authorization given by the sole member to admit a new member into the LLC. This consent should be unanimous, meaning that all the rights and privileges of the current member(s) are not affected or compromised by the addition of a new member. 3. Action By Sole Member: This implies that the sole member, who holds all the decision-making powers, can take action without the need for a meeting with other members or managers of the LLC. 4. Limited Liability Company: This form of business organization provides its members with limited liability protection, meaning that their personal assets are generally protected from the company's liabilities. 5. Accepting and Appointing a New Member: The main purpose of this consent is to authorize the acceptance of a new member and officially appoint them as a member of the LLC. This step might involve reviewing the new member's contribution, responsibilities, and any changes to the LLC's operating agreement. Different Types: Although the Unanimous Consent to Action By Sole Member is a standard document, specific circumstances might lead to variations. Different types may include: 1. Initial Membership Admission: This type refers to the first admission of a new member into an LLC. It is typically used when forming a new LLC or when the sole member decides to admit additional members after the formation. 2. Subsequent Membership Admission: This type is applicable when an LLC with an existing sole member decides to admit another member after its initial formation or after admitting the first new member. Each subsequent admission requires a separate consent for record-keeping and legal purposes. Note: It is essential to consult with a legal professional or refer to the Maryland Limited Liability Company Act to ensure compliance with specific regulations and requirements surrounding the Unanimous Consent to Action By Sole Member in Maryland.
