Wake North Carolina Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member

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Wake
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US-01321BG
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Description

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.

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FAQ

LLC authorization to sign is generally assigned to a managing member who has the authority to sign binding documents on behalf of the LLC. When signing, the managing member must clarify if the signature is as an individual or in their capacity to sign as the representative of the LLC.

When a group or a decision is unanimous, it means that everyone is in total agreement.

A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting.

These formalities include: (1) holding annual meetings (CCC § 600); (2) regularly electing directors (CCC § 301); (3) keeping meeting minutes (CCC § 1500); and (4) maintaining accurate corporate records (CCC § 1500).

An LLC Operating Agreement is a legal document that outlines the ownership and member duties of your Limited Liability Company. This agreement allows you to set out the financial and working relations among business owners ("members") and between members and managers.

An LLC operating agreement is a document that customizes the terms of a limited liability company according to the specific needs of its members. It also outlines the financial and functional decision-making in a structured manner. It is similar to articles of incorporation that govern the operations of a corporation.

An Action by Unanimous Written Consent, also known as an Action Without Meeting (or simply, a unanimous written consent), is a document through which the Board of Directors of an organization decides to pass a specific corporate resolution (or resolutions) without having a face-to-face meeting.

A consent resolution is a written corporate resolution that has been signed by a director or shareholder. By signing, the director or shareholder consents to the adoption of the resolution as if the resolution had been formally presented or approved by the board or the shareholders.

Flexibility. Written consent is only used for unanimous decisions. Any other business that requires a simple majority cannot be voted on in this way. This means that there is always room for a decision-making meeting.

Under the Act, directors are permitted, subject to the provisions of a company's constitution, to pass a written resolution in lieu of holding a physical board meeting. Such written resolution needs to be signed by all of the directors entitled to receive notice of a meeting in order for it to be valid.

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Wake North Carolina Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member