Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Washington Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members is a legal process that allows members of a limited liability company (LLC) in Washington to ratify past actions taken by the managing member or other members without the need for a formal meeting. This consent can be given unanimously by all the members of the LLC, with each member affirming and approving the actions taken. Under the Washington Limited Liability Company Act, RCW 25.15, Section 25.15.028, the members of an LLC have the power to take action without a meeting, as long as unanimous consent is obtained. This provision allows for flexibility and ease of decision-making, as it avoids the need for physical gatherings and allows members to conduct business efficiently. The Unanimous Consent to Action provides a mechanism for LLC members to ratify past actions that were previously taken by the managing member or other members, and ensures that these actions are legally recognized and binding. By ratifying these past actions, the LLC protects itself from any potential challenges or disputes regarding the validity of those actions. In Washington, there are no specific types of Unanimous Consent to Action By the Members of a Limited Liability Company. However, this process can be used to ratify a wide range of past actions, depending on the needs and decisions of the LLC. Some examples of actions that can be ratified through unanimous consent may include: 1. Approval of financial transactions: Members can ratify past transactions involving the purchase or sale of assets, entering into contracts, or making loans on behalf of the LLC. 2. Adoption of operating agreements or amendments: Members can ratify the adoption or modification of the LLC's operating agreement, ensuring that all members are in agreement and aligning the company's governance with their intentions. 3. Election or appointment of managers or officers: Members can ratify the appointment or election of individuals to managerial or officer positions in the LLC, even if the actions were taken without prior unanimous consent. 4. Major business decisions: Members can ratify important business decisions made by the managing member or other members, such as entering into partnerships, acquiring other entities, or expanding the company's operations. It is important to note that the Unanimous Consent to Action should be documented in a written agreement, signed by all the LLC members, to ensure its legal validity and demonstrate unanimous agreement. Seeking legal advice when drafting and executing this consent can provide additional assurance and clarity regarding the process. In summary, the Washington Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members allows an LLC to give retroactive validity to actions taken by its members or managing member. This process ensures legal compliance and protection for the LLC while providing flexibility and efficiency in decision-making.
