Can a Member Action Document replace a meeting?

Yes. Written consent executed by the required voting threshold in the operating agreement can substitute for a meeting, provided the document evidences the action and complies with state LLC law and the operating agreement.

Is notarization always required?

No. Notarization depends on the operating agreement and state law; some states or particular filings may require a notary or witnesses for evidentiary value.

Can it be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

What happens if signatures don’t match records?

Mismatched or missing signatures can delay enforcement. Re-execute with corrected names or obtain a ratifying resolution from the members to cure defects.

When should I file with the state?

Only file with the state when the action triggers a statutory filing, such as amendments to the certificate of organization; routine member approvals typically stay internal.

How long should I keep the executed document?

Retain according to your document retention policy and legal needs—commonly at least three to seven years; longer periods may apply for tax or HIPAA-related matters.

Electronic Signature
Templates
Miscellaneous
Member Action Document

Member Action Document

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

MEMBER ACTION DOCUMENT

Company Name: Jurisdiction of Formation:

Effective Date: Member Acting:

Member Address

RECITALS

WHEREAS, the Member is the holder of membership interest in the Company and is authorized to take written action in lieu of a meeting in accordance with the operating agreement and applicable law; and

WHEREAS, the Member desires to approve and authorize the transactions, agreements and actions set forth in this Member Action Document to further the business purposes of the Company; and

WHEREAS, the Member has determined that the actions described in this document are advisable, fair to the Company, and in the best interests of the Company and its members.

ACTION AUTHORIZED

The Member hereby adopts the following resolutions by written consent and authorizes the Company to enter into and perform the obligations set forth herein. The Member directs the officers and agents of the Company to execute, deliver and perform all documents and to take such further actions as may be necessary or desirable to effectuate the purposes of these resolutions.

SCOPE OF WORK

Description of Services or Work to Be Performed

PAYMENT TERMS

Total Compensation Payment Schedule Late Payment

TERM AND TERMINATION

Term Commencement: Term Expiration:

Notice Required for Termination

Termination for cause is permitted where the non‑breaching party provides written notice and the breaching party fails to cure within the notice period specified above.

CONFIDENTIALITY

The Member and the Company each agree that all nonpublic business, financial, technical and other information disclosed in connection with the actions authorized hereby shall be held in confidence and shall not be disclosed to third parties except as required by law or with the express written consent of the disclosing party. The confidentiality obligations shall survive termination of this document for years from the date of disclosure.

Exceptions to Confidentiality

GOVERNING LAW

This Member Action Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This document, together with any documents executed pursuant to it, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, concerning such subject matter. No amendment or modification of this document shall be effective unless in writing and signed by the Member and an authorized representative of the Company.

MEMBER CERTIFICATION

The undersigned Member certifies that they have the authority to execute this written consent and that the actions authorized in this Member Action Document are adopted and approved as of the Effective Date set forth above. The Member acknowledges that this written consent is being executed in lieu of a meeting and shall have the same force and effect as if such actions were taken at a duly convened meeting of the members.

Member:

By:

Date:

Company Representative:

By:

Date:

What a Member Action Document Is and when it’s used

A Member Action Document records a decision or series of decisions taken by the members of a limited liability company (LLC) outside of a formal meeting. It functions as the written minute of member approval and is used to document routine and significant corporate actions such as approving an operating agreement amendment, admitting or removing a member, approving a major contract or asset sale, authorizing borrowing, or electing managers. The form sets out the action taken, the effective date, the consenting members, and any conditions or delegated authorities relevant to executing the decision. Properly executed, it becomes part of the LLC’s corporate records.

Why a clear Member Action Document matters

A well-prepared Member Action Document creates a transparent, searchable record that evidences member consent, reduces ambiguity about authority, and supports compliance with the LLC operating agreement and state law.

Who typically prepares and signs a Member Action Document

The following roles commonly prepare, review, or sign Member Action Documents depending on company size and governance structure.

Managing members and managing member designees and authorized officers who implement company decisions and sign on behalf of the LLC.
Non-managing members for consent-only actions that require a percentage or unanimous written approval under the operating agreement.
Corporate counsel or outside attorneys who draft or review language to ensure the action aligns with state LLC law and contract obligations.

Select signers and reviewers so the record matches the LLC’s operating agreement and any delegated authorities.

Essential sections to include in a professional Member Action Document

A complete Member Action Document contains standard sections that make the approval unambiguous and enforceable across internal and external stakeholders.

Title and caption

Document title, LLC legal name, state of organization, and record date to identify the action clearly.

Recitals

Brief background describing why the action is proposed and any prior authorizations or contract references.

Resolved actions

Discrete, numbered resolutions describing each approval, delegation, or authorization in plain language.

Effective date

Explicit effective date for the action and any retroactive or conditional timing details.

Member consent

Names, titles, membership percentages if applicable, and signature lines indicating consent or dissent.

Execution details

Signature blocks, notarization or witness lines if required, and a certification by the recorder or company secretary.

Required information and data points to capture

LLC legal name: Full registered name

State of formation: State where LLC is organized

Record date: MM/DD/YYYY format

Action summary: Short description of the decision

Member identities: Names and membership percentages

Signatures: Printed name, title, signature, date

Step-by-step: completing a Member Action Document

Follow these steps to prepare, approve, and add the Member Action Document to the company record.

01

Draft: Describe the action, legal references, and any conditions clearly.
02

Circulate: Send to all members with sufficient supporting materials for informed consent.
03

Sign: Collect signatures following the operating agreement and any notarization rules.
04

Record: Attach to the LLC minute book and update corporate records and filings if required.

How to set up the online completion workflow

Configure an e-signing workflow that matches the document’s approval order and authentication needs.

Field	Configuration
Signer order	Sequential or parallel as required by governance
Authentication	Email link, SMS code, or stronger ID verification
Conditional fields	Show or hide fields based on responses
Certificate	Attach audit trail and signed PDF to records

Where to send, file, and store the completed document

Route the signed Member Action Document to internal and external stakeholders and store it in the official corporate record.

Company records: Retain original or certified electronic copy in the LLC minute book.
Members: Distribute executed copies to all members for their files.
Counsel: Send a copy to company counsel for retention and compliance review.
Regulators: File required amendments or notices with the state if action triggers a statutory filing.

Technical considerations for electronic completion

Use an e-signature platform with strong audit trails and integration options to streamline authorizations.

Authentication: Email, SMS code, or KBA for higher assurance
Integrations: CRM, cloud storage, and document management systems
Export formats: Signed PDF, audit trail, and downloadable originals

Consequences of an incorrect or incomplete Member Action Document

Invalid authorization: May cause contracts to be unenforceable

Fiduciary exposure: Managers could face personal liability for unauthorized acts

Tax implications: Incorrect records can trigger IRS inquiries or penalties

Filing rejection: State filings tied to the action may be rejected for errors

Dispute risk: Ambiguities invite member disputes and litigation

Operational delay: Missing approvals delay transactions or funding

Common mistakes to avoid when preparing the document

Using informal language that fails to state clear delegated authority or conditions.
Failing to record member percentages or abstentions needed to meet voting thresholds.
Collecting initials instead of full signatures when full signatures are required.
Overlooking state-specific notarization or witness requirements for certain transactions.

Frequently asked questions about Member Action Documents

Answers to common procedural and legal questions when creating or executing a Member Action Document.

Need help? Contact support

Can a Member Action Document replace a meeting?
Yes. Written consent executed by the required voting threshold in the operating agreement can substitute for a meeting, provided the document evidences the action and complies with state LLC law and the operating agreement.
Is notarization always required?
No. Notarization depends on the operating agreement and state law; some states or particular filings may require a notary or witnesses for evidentiary value.
Can it be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
What happens if signatures don’t match records?
Mismatched or missing signatures can delay enforcement. Re-execute with corrected names or obtain a ratifying resolution from the members to cure defects.
When should I file with the state?
Only file with the state when the action triggers a statutory filing, such as amendments to the certificate of organization; routine member approvals typically stay internal.
How long should I keep the executed document?
Retain according to your document retention policy and legal needs—commonly at least three to seven years; longer periods may apply for tax or HIPAA-related matters.

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