LLC Consent in Lieu of a Meeting

An LLC Consent in Lieu of a Meeting is used when the members of an LLC would like to pass a resolution without having to meet.

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Not every decision made in an LLC will require a meeting of the managers and members. When there is an agreement about the passage of a resolution, it may make sense to use an LLC Consent in Lieu of a Meeting as a shortcut that takes care of everything.

Naturally, there will be times when consent is not favorable over a meeting. But the fact remains that there’s an option just to sign an LLC Consent in Lieu of a Meeting.

Formal meetings are necessary protocols for companies big and small. For an LLC, when the members and managers agree with a decision, a meeting is unnecessary.

For example, if the decision is about a new member joining the LLC and there isn’t any objection, using an LLC Consent in Lieu of a Meeting will expedite that change.

Depending on your state, an LLC Consent in Lieu of a Meeting may also be known as:

Written Consent in Lieu of Meeting of the Members
Consent of the Members in Lieu of Organizational Meeting
Consent of the Board of Managers
Action by Consent of the Members
Consent in Lieu of Meeting LLC

Any LLC with more than one member may choose to use an LLC Consent in Lieu of a Meeting. More commonly, however, this pertains to LLCs with many members that can be particularly challenging to gather in the same place and at the same time. Going with an LLC Consent in Lieu of a Meeting will also result in less paperwork for the LLC but will still constitute a record of the decision.

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Having an LLC Consent in Lieu of a Meeting form ready to go is beneficial for any multi-member LLC. Avoiding mistakes is crucial, so it’s best to have one expertly created for you.

Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

To create your document, please provide:

Date and location: The date and place where the document is created
LLC details: The legal name of the LLC and the state where it was established
Member and Manager details: List of names and addresses of all the members and managers giving their written consent
The extent of consent: A clear statement as to whether unanimous consent is necessary to pass a resolution
Signatures: Signatures of all the members and managers who are giving their consent

In lieu of: In the place of
Member: An individual who has an ownership interest in an LLC
Manager: A person managing an LLC
Agenda: List of topics discussed
LLC Resolution: The record of a decision made by the members and managers of an LLC
Articles of Organization: The official documents used to create an LLC and filed with the state

Before all the LLC members who are giving their consent proceed to sign the document, make sure to review it carefully. If there’s any ambiguity about how many members must provide their consent to pass a resolution, make sure to consult the company’s governing documents and also the relevant state law. You don’t have to notarize the LLC Consent in Lieu of a Meeting as it’s an internal document.

After the LLC Consent in Lieu of Meeting is signed, it’s essential to keep it in the company’s records. It’s best to have a hard copy and digital copy on hand. Also, all members and managers of the LLC should have a copy of the consent.

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Frequently Asked Questions

Can you pass an LLC resolution without the LLC Consent in Lieu of Meeting?

To pass an LLC resolution, the members of an LLC would either have to hold a meeting or issue a written consent. Since an LLC Consent in Lieu of Meeting is a form that replaces the actual meeting, it’s not needed if the meeting is to be held for voting on the resolution.

When not to use an LLC Consent in Lieu of Meeting?

While it’s true that an LLC Consent in Lieu of Meeting can save a lot of time for all involved in an LLC, it’s not always the best choice. If there’s any doubt that the members and managers of an LLC are not in agreement regarding the resolution, it’s almost always best to hold a meeting.

What happens if you make a mistake in the LLC Consent in Lieu of Meeting?

Because an LLC Consent in Lieu of Meeting would have the signatures of the LLC’s members and managers, the content is extremely important. Mistakes happen and that is why it's so important to review the document before signing. In the event of an error, the document will become invalid and you’ll have no choice but to create a new one.

What is the difference between an LLC and a corporation?

Perhaps the most prominent difference is that an LLC is owned by one or several members and a corporation is owned by shareholders. Apart from that, there are significant differences in the taxation and maintenance of these companies. In terms of formal requirements, a corporation is more onerously regulated. For example, a corporation is obligated to hold annual shareholders' meeting and file annual reports.

What is an LLC operating agreement?

An LLC’s operating agreement is a legal document that describes all the duties that the members and managers of the LLC have toward the company. Every LLC should have an operating agreement for its smooth operation. This document outlines the organization’s management and how voting works in the company. It also documents the capital contributions and how membership changes are to be conducted.

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LLC Consent in Lieu of a Meeting