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LLC Member Resolution Form

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LLC MEMBER RESOLUTION FORM

Limited Liability Company Name:   State of Formation:

Company Registration/Entity ID (if any):

Member Name:   Member Address:

Date of Meeting or Written Consent:

RECITALS

WHEREAS, the members of the Limited Liability Company identified above have convened a meeting or executed written consents in lieu of a meeting in accordance with the operating agreement and applicable law to consider certain corporate actions; and

WHEREAS, the undersigned Member desires to document and authorize the actions described in this resolution and to confirm that such actions are within the authority of the Company or authorized representative identified herein; and

WHEREAS, the Member has determined that the actions set forth in this resolution are in the best interests of the Company.

NOW, THEREFORE, BE IT RESOLVED, that the Member adopts the following resolutions and authorizations:

1. RESOLUTION OF ACTION

The Member hereby approves and authorizes the following action on behalf of the Company:

2. AUTHORITY TO EXECUTE DOCUMENTS

The Member authorizes the following individual to take all actions and to execute, deliver and file all agreements, instruments, certifications and notices, and to do all acts and things, as the authorized representative of the Company as reasonably necessary to carry out the intent of this Resolution:

3. VOTING AND RATIFICATION

The undersigned Member records the vote on the adoption of this Resolution as follows: Votes in Favor: ; Votes Opposed: ; Abstentions: ; Total Members:

All actions taken prior to the date of this Resolution by the authorized representative, officers or agents of the Company that are within the scope of the matters authorized herein are hereby ratified, confirmed and approved in all respects.

4. EFFECTIVE DATE

This Resolution shall be effective as of:

5. NOTICES

All notices, demands and other communications required or permitted under this Resolution shall be in writing and delivered to the addresses below by personal delivery, certified mail, overnight courier, or other method establishing receipt.

6. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Resolution shall be governed by and construed in accordance with the laws of the State of Formation identified above, without regard to conflict of law principles. If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect. This Resolution constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

7. AMENDMENT AND WAIVER; COUNTERPARTS

This Resolution may be amended or modified only by a written instrument signed by the Member and, where required by the Company’s operating agreement or applicable law, by the Company’s authorized representative. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8. MANAGEMENT STRUCTURE

The Company is designated as:   

9. MINUTES AND RECORDS

The Member directs that this Resolution be entered in the minute book of the Company and that the officers or authorized representative of the Company take any actions necessary to record and implement the resolutions adopted herein.

CERTIFICATION

The undersigned certifies that he or she is a Member of the Company and that the foregoing is a true and correct copy of a resolution duly adopted by the Member of the Company in accordance with the operating agreement and the laws of the State of Formation and that such resolution is in full force and effect on the date signed below.

Company Name:

By:

Date:

Member Name:

By:

Date:

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What an LLC Member Resolution Form Is

An LLC Member Resolution Form is a written record documenting actions approved by the members or managers of a limited liability company. Typical uses include authorizing bank signatories, approving capital contributions, admitting new members, consenting to related‑party transactions, or delegating signing authority. The resolution captures the decision, the effective date, the vote or consent method (meeting minutes or written consent), and the names and signatures of approving parties. It serves as internal corporate evidence to banks, third parties, and legal advisors and should be retained with the company minute book.

Why a Clear Member Resolution Matters

A precise LLC Member Resolution Form clarifies which members authorized an action, documents corporate authority for third parties, and reduces disputes. It provides an auditable record for banks, lenders, and regulators and supports good corporate governance without requiring public filing in most states.

Why a Clear Member Resolution Matters

Who Typically Prepares and Signs This Form

The form is prepared by company officers, managing members, or corporate counsel to document member or manager decisions before sharing with third parties.

  • Managing members who need to authorize banking or real‑estate transactions quickly and clearly.
  • Company secretaries or corporate counsel who maintain the minute book and prepare governance records.
  • Banks and title agents who request written proof of authorized signers or member approvals.

Keep a signed original in the LLC minute book and provide certified copies to banks, title companies, or contracting parties when requested.

Primary Signers and Preparers

Managing Member — Preparer

A managing member or officer typically drafts the resolution, states the action and effective date, and attaches supporting documents. The preparer confirms the LLC operating agreement authority and documents member vote or written consents in the minutes.

Member — Signer

Individual members or authorized managers sign to evidence approval. Signatures should match the member name on the operating agreement to avoid identity or authority challenges.

Step-by-Step: Filling Out a Member Resolution

Follow these steps in order to create a clear, enforceable resolution and preserve corporate records.

  • 01
    Identify Authority: Confirm the operating agreement authorizes the proposed action.
  • 02
    Draft Resolution: State the action, reasons, effective date, and any limits or conditions.
  • 03
    Record Approval: Note whether approval was by meeting vote or written consent; record vote counts.
  • 04
    Sign and Store: Obtain signatures, notarize if needed, and file in the minute book.

Typical Workflow for Using a Member Resolution

A straightforward process converts member decisions into a usable document for internal and external stakeholders.

  • Draft: Prepare resolution language reflecting member intent.
  • Approve: Members vote or sign written consent as required.
  • Finalize: Collect signatures and notarize if requested.
  • Distribute: Provide certified copies to banks or partners.

Essential Elements Every Professional Resolution Should Include

Include these components to make the document actionable, verifiable, and useful to third parties such as banks or closing agents.

Title

A concise descriptive title identifying the type of approval (for example, 'Resolution Authorizing Banking Signatories'). This aids quick review and indexing.

Preamble

A short preamble stating the LLC name, place of organization, and authority source (operating agreement or state statute) for context.

Resolved Clause

Clear operative language setting out the action being authorized, any monetary limits, and any conditions or required follow‑up.

Approval Method

Record whether approval occurred at a meeting (with quorum and vote tally) or by written consent, citing the date and form of consent.

Signatures

Signature lines for each approving member or manager, with printed names, titles, and dates; include notary block if required.

Attestation

An attestation line from the LLC secretary or custodian confirming the resolution is true and kept in the minute book.

Configuring a Digital Workflow for This Form

Set up fields and routing so signers receive the form in the correct order and all supporting data is captured.

Field Configuration
Signature Order Specify sequential or parallel signing as required.
Authentication Use email plus SMS or ID verification for higher assurance.
Conditional Fields Show additional fields if approvals exceed thresholds.
Audit Trail Ensure platform records IP, timestamp, and actions.

Platform and Delivery Options for Electronic Completion

Retain a copy with a tamper‑evident audit trail and export signed PDFs for the minute book and for banks or legal counsel.

  • Document Types: PDF and Word DOCX are commonly supported.
  • Integrations: Connectors to Google Workspace and NetSuite streamline filing.
  • Authentication: Options include email, SMS code, KBA, or advanced ID checks.

Timing and Typical Processing Expectations

Most resolutions are internal and effective immediately on the effective date or upon member approval; banks and third parties may require additional processing time.

Effective Date Entry:

Set as MM/DD/YYYY; determines when authority starts.

Bank Processing:

Banks commonly take 3–10 business days to update signatory records.

Notarization Window:

Notarize at signing if requested; some banks require recent notarization.

Record Retention:

Place in minute book immediately after execution.

Providing Copies:

Supply certified copies to third parties within 1–3 business days.

Key Milestones from Decision to Record

Track these sequential milestones to ensure authority is documented and actionable.

01

Decision Made

Members approve the action at a meeting or by written consent.

02

Resolution Drafted

Draft language and circulate for review and signature.

03

Signatures Collected

Obtain member signatures and notarization if required.

04

Minute Book Updated

File the signed resolution and certify copies for third parties.

Common Preparation Pitfalls to Avoid

  • Using inconsistent LLC names between the resolution and formation documents, causing third‑party rejection and delays.
  • Failing to record whether approval was by meeting or written consent, which complicates verification of quorum and authority.
  • Omitting effective dates or signing dates, making it unclear when the authorization begins or expires.
  • Assuming bank acceptance without confirming their notarization or corporate resolution requirements in advance.

Essential Information to Include for Verification

LLC Name: Exact legal name
State of Formation: State and jurisdiction
Action Summary: Short description
Effective Date: MM/DD/YYYY
Approving Parties: Full names and titles
Signatures: Signed and dated

Legal Risks of Incomplete or Incorrect Resolutions

Bank Refusal: Account access delays
Authority Dispute: Third parties may question signer power
Contract Invalidity: Outside parties may reject agreements
Tax Implications: Incorrect filings or reporting
Regulatory Scrutiny: Industry regulators may investigate
Fraud Exposure: Insufficient checks increase risk

Real‑World Examples of Use

Practical scenarios show how member resolutions streamline operations and reduce friction with third parties.

Bank Signatory Update

A managing member was added as an authorized signer

  • Bank required a certified resolution and notarized signature
  • The LLC provided a signed resolution and bank updated account access within five business days, avoiding operational delays.

Admission of New Member

Existing members approved admission and capital contribution

  • Resolution set terms and effective date
  • The resolution documented consent, supported the membership ledger update, and was retained in the minute book for investor records.

eSignature Vendor Pricing Snapshot

Comparison of typical entry-level pricing and common capabilities across major eSignature providers. Confirm vendor plans and features before purchase.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (tiered) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions

Answers to common questions about preparing, signing, and using an LLC Member Resolution Form, with practical next steps.


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