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Resolution of Members

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Notice / Resolution / Assignment Forms for a Limited Liability Company

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is to:

This Notice given on this the day of , 20 , by a Member of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member

Resolution of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at __.m.

The Members adopted the following resolution:

RESOLVED,

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is consider dissolution of the Company. The proposed action will be to authorize the Members or Manager of the Company to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at __.m.

The Purpose of the meeting was to consider dissolution of the Company.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, The proposed that the Members or Manager of the Company or authorized to file with the Secretary of State the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up the business of the Company.

RESOLVED, Further to:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is to consider increasing the number of members of the Company and amending the operating agreement in connection therewith. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at __.m.

The Purpose of the meeting was to consider increasing the number of members of the Company and amending the operating agreement in connection therewith.

Upon motion duly made and seconded, the following resolution was approved by the members:

RESOLVED, that the number of Members of the Company is increased from to and the following persons are admitted as Members subject to the condition below:

The Condition of their being admitted as Members is:

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at __.m.

The Purpose of the meeting was to consider acceptance of the resignation of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that the resignation of , Manager of the Company is hereby accepted and is hereby appointed as the new manager of the Company to server at the pleasure of the Members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is to consider removal of the Manager of the Company and to appoint a new Manager. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company was held on the day of , 20 , at __.m.

The Purpose of the meeting was to consider removal of the Manager of the Company and to appoint a new Manager.

Upon motion duly made and seconded, the following resolution was approved by the Members:

RESOLVED, that is hereby removed as the manager of the company and is hereby appointed as the new manager to server at the pleasure of the members.

SO RESOLVED.

There being no further business, the meeting was adjourned.

, Member

, Member

, Member

Notice of Meeting of Members

of

A Limited Liability Company

Pursuant to the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the Members of the Company is called for the day of , 20 , at __.m., to be held at the following address:

The Purpose of the meeting is to consider annual disbursements to the Members of the Company. At the meeting the company proposes to seek disbursement to the Members of the Company of dollars in accordance with the Operating Agreement of the Company. Further to:

This Notice given on this the day of , 20 , by a Member/Manager of the Company, by mailing a true and correct copy of this Notice to the address of each Member of the Company at least 10 days prior to such meeting.

, Member/Manager

Resolution of the Members

of

A Limited Liability Company

After Notice of Meeting made in accordance with the Operating Agreement of , a Wyoming Limited Liability Company, hereinafter “Company”, a meeting of all Members of the Company was held on the day of , 20 , at __.m., at which time the Members of the Company unanimously adopted the following resolution:

RESOLVED, annual disbursements to the Members of the Company shall be made as follows:

SO RESOLVED, on this the day of , 20__.

, Member

, Member

, Member

, Member

Assignment of Member Interest

in

A Limited Liability Company

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, , “Assignor”, Member of , a Wyoming Limited Liability Company, hereinafter “Company”, does hereby assign, transfer and warrant to , “Assignee”, all of Members ownership interest in the Company.

DATED this the day of , 20 .

, Member

Demand for Indemnity from Company by Member

The undersigned,

, Member/Manager of , a Wyoming Limited Liability Company, hereinafter “Company”, does hereby demand from the Company the following:

Nature of Claim:

Resolution of Claim:

Expenses, Fees and costs for which reimbursement is sought:

Attorney Fees

Filing Fees

Other:

DATED this the day of , 20 .

, Member

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What a Resolution of Members Is and When It’s Used

A Resolution of Members is a formal written action adopted by an LLC’s membership to document and authorize significant decisions — for example, approving an acquisition, approving amendment to the operating agreement, authorizing a bank signatory, or approving distributions. Resolutions record member votes, the effective date of the decision, and any delegated authority. Although most resolutions are internal corporate records and do not require state filing, properly executed resolutions provide evidence for banks, counterparties, and auditors and should be kept in the company minute book.

Why a Clear Resolution of Members Matters to Your LLC

A written resolution creates an auditable record of membership approvals, reduces disputes about authority, and supports compliance with the operating agreement and third-party requirements. It clarifies who may act on the LLC’s behalf and when actions take effect.

Why a Clear Resolution of Members Matters to Your LLC

Who Typically Prepares and Signs These Resolutions

Members, managers, corporate secretaries, and outside counsel commonly prepare or approve resolutions; the exact preparer depends on the LLC’s governance structure.

  • Managing members and managers who lead governance and authorize corporate actions on behalf of the LLC.
  • Company secretaries or recordkeepers who prepare the minute-book copy and maintain executed originals.
  • Outside counsel or corporate counsel who draft language for complex transactions or regulatory compliance.

Use the resolution to communicate decisions to banks, title companies, lenders, and internal stakeholders and to create an official minute-book record.

Typical Signatories and Their Roles

Managing Member

The managing member signs when the operating agreement vests management authority in that role. Their signature both evidences approval and, when recorded, establishes authority for banks and counterparties to rely on.

Corporate Secretary

The corporate secretary or recordkeeper attests to the resolution, certifies member vote tallies, and files the executed copy in the LLC minute book for future reference and audit purposes.

Core Elements a Professional Resolution Should Include

A complete Resolution of Members should be succinct and include identifying metadata, an explicit action clause, vote results, signatory blocks, and retention instructions so third parties and auditors can confirm authority.

Heading

Clear title and LLC legal name at the top so the resolution is immediately associated with the correct legal entity and filing records.

Recitals

Short background statements that explain why the resolution is being adopted and reference any relevant operating agreement provisions or prior approvals.

Action Clause

A precise statement describing the authorized action, the scope of authority granted, and any monetary or temporal limits on that authority.

Vote Record

The date of the vote, quorum confirmation, vote tally (for/against/abstain), and citation to the operating agreement section approving member action.

Signature Block

Spaces for signatures, printed names, titles, and dates for each signatory and for any attesting officer or secretary.

Certification

An attestation clause certifying the resolution is a true record, often signed by the secretary, and noting where the original is stored.

Required Fields Often Found in the Resolution

LLC Name: Full legal name
Effective Date: MM/DD/YYYY
Action Description: Clear summary
Vote Result: For/Against/Abstain
Signatures: Printed name + title
Record Location: Minute book location

Step-by-Step: Prepare and Execute a Resolution of Members

Follow these sequential steps to prepare, adopt, sign, and store a resolution that will be reliable for internal governance and external reliance.

  • 01
    Draft the Resolution: Compose clear recitals, action clause, and voting language consistent with the operating agreement.
  • 02
    Confirm Authority: Verify quorum and voting thresholds under the operating agreement before distributing the resolution for vote.
  • 03
    Adopt and Sign: Record the vote outcome, obtain signatures from authorized members, and date all signatures.
  • 04
    Record and Distribute: Place the original in the minute book and provide certified copies to banks or counterparties as needed.

Configure an Online Signing Workflow for the Resolution

Set up fields and routing so signers see only the sections they must complete and the executed copy is preserved with an audit trail.

Field Configuration
Signature Field Assign to each signer in signing order
Date Field Auto-fill on signer completion
Voting Checkbox Optional structured choice for For/Against/Abstain
Attachment Include exhibits referenced in the action clause

Digital Signing Considerations and Platform Integrations

Choose a platform that supports secure audit trails, role-based signer assignment, and export in common formats.

  • Audit Trail: IP, timestamp, action log
  • Authentication: Email, SMS, or stronger methods
  • Integrations: CRM and cloud storage

Where Resolutions Typically Go After Signing

After execution, distribute certified copies to stakeholders and archive the original in the minute book or secure electronic repository.

  • Minute Book: Store the signed original for corporate records and audits.
  • Banks and Lenders: Provide certified copy when updating signatories or opening accounts.
  • Title Companies: Supply resolution when a transaction requires member authorization for conveyance.
  • Internal Stakeholders: Share copies with managers, accountants, and counsel for operational use.

Timing: When to Adopt and Record a Resolution

Adopt a resolution before the action it authorizes; certain third parties require a recently dated resolution or a certified copy with an officer’s attestation.

Before the Transaction:

Adopt the resolution prior to signing or closing any contract or transfer.

Banking Changes:

Banks often require a current resolution dated within months of the request.

Real Property Transfers:

Provide a certified resolution at closing when members authorize conveyance.

Operating-Agreement Amendments:

Adopt a resolution per the vote thresholds defined in the agreement.

Recordkeeping:

Place executed resolution in the minute book immediately after signing.

Key Milestones from Draft to Record

A simple four-step milestone timeline helps ensure the resolution is valid, enforceable, and retrievable.

01

Draft Approval

Finalize language and confirm alignment with operating agreement and counsel recommendations.

02

Member Vote

Conduct vote, record the numbers, and confirm quorum requirements were met.

03

Execution

Collect signatures, dates, and any attestations or notarizations if required.

04

Recording

Place the original in the minute book and distribute certified copies to stakeholders.

Common Risks and Consequences of an Incorrect Resolution

Invalid Authority: Incorrect signatory
Procedural Defect: Missing quorum
Ambiguous Language: Unclear scope
Failure to Retain: Lost evidence
Bank Rejection: Noncompliant copy
Transaction Delay: Title or closing hold

Avoidable Mistakes When Preparing Resolutions

  • Using informal or ambiguous wording that fails to specify limits or delegated authority.
  • Failing to confirm and document quorum or required vote thresholds under the operating agreement.
  • Distributing unsigned or unsigned-as-to-date copies to third parties without certified attestations.
  • Neglecting to store the original in the minute book or secure electronic repository with clear indexing.

eSignature Pricing Snapshot for Executing Resolutions

A concise comparison of typical provider starting prices and envelope policies for organizations that sign and distribute membership resolutions digitally.

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 offer Varies by offer Varies by offer Varies by offer
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Resolution Use

These brief examples show how organizations rely on clear resolutions to complete transactions and demonstrate authority.

Optica Ventures LLC

When finalizing investor approvals, the team adopted a signed member resolution to record consent and authority.

  • The resolution named authorized signatories.
  • Brian Fitzgibbons, COO, reported that clear, accessible records made bank onboarding and investor reporting faster and reduced follow-up verification requests.

BIS

BIS used a member resolution to authorize a contract signature and delegate limited authority to an operations officer.

  • The document included vote tallies and an attestation.
  • Dan Rotelli, CEO, noted the certified resolution helped counterparties accept the delegated signature without delay while preserving the LLC minute-book integrity.

Practical Tips for Clear, Enforceable Resolutions

Follow these practical recommendations to minimize challenges and maximize the utility of each resolution.

Use Precise Language
Draft the action clause with unambiguous terms, define monetary limits, and avoid open-ended delegation to prevent disputes and ensure third-party acceptance.
Confirm Governance Requirements
Verify quorum, notice, and voting thresholds in the operating agreement before distribution and record how those requirements were satisfied.
Preserve an Audit Trail
Keep originals in the minute book, provide certified copies when needed, and retain electronic evidence such as signing logs and certificates of completion.
Use Secure eSigning
When signing electronically, ensure the eSignature platform provides timestamped audit trails and secure storage to support future verification.

Frequently Asked Questions About Resolutions of Members

Answers to common questions about validity, electronic signatures, notarization, and correcting errors.


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