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.
Title: Understanding Oregon Unanimous Consent to Action By Sole Member of a Limited Liability Company in Appointing a New Member Keywords: Oregon, unanimous consent, action by sole member, limited liability company, appointing a new member Introduction: Oregon 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 take action without holding a formal meeting. This method simplifies the decision-making process, enabling the sole member to accept and appoint a new member without convening all members physically. In this article, we will delve into the details of this process, focusing on accepting and appointing a new member. Types of Oregon Unanimous Consent to Action By Sole Member: 1. Accepting and Appointing a New Member: This type of unanimous consent is utilized when the sole member of an LLC wishes to bring in a new member. Whether it's an individual or an entity, the existing sole member can initiate the process to accept the new member by using unanimous consent. Procedure for Unanimous Consent to Action By Sole Member: 1. Verify the decision-making authority: Confirm that the sole member has the power to exercise unanimous consent without the need for a formal meeting. The governing document of the LLC, such as the operating agreement, should outline this authority explicitly. 2. Prepare the unanimous consent resolution: Draft a resolution that clearly states the intent to accept and appoint a new member. Include the details of the new member, such as their name, address, ownership percentage, and any additional terms and conditions. 3. Communicate with the current sole member: The existing sole member should be informed about the proposed resolution and provided with all pertinent details. They must review the resolution and ensure it aligns with their intentions for the LLC. 4. Obtaining the unanimous consent: Once the sole member approves the resolution, they must sign and date the document, signifying their unanimous consent to the action. It is crucial to ensure all required signatures are obtained as directed by the Oregon state statutes. 5. Filing the unanimous consent resolution: The signed unanimous consent resolution, accepting and appointing a new member, should be maintained as an official record of the LLC. It is advisable to consult legal counsel to determine if any additional filings or notifications are required by the Oregon Secretary of State. Conclusion: Oregon Unanimous Consent to Action By Sole Member of a Limited Liability Company is a convenient and efficient way for a sole member to make decisions without organizing a meeting. By utilizing unanimous consent, the sole member can accept and appoint new members. It is essential to follow the proper procedures and consult legal professionals to ensure compliance with Oregon laws and regulations.
