This is part two of a series on single owner LLC formation.
- Articles of Organization
- Initial Member Resolutions
- Member Resolutions
- Operating Agreement
- Schedule of Members
- Written Action of Organizer
WRITTEN ACTION IN LIEU OF MEETING
The undersigned, being all the members of [COMPANY NAME], a Minnesota limited liability company (the “Company”), acting pursuant to the provisions of Minnesota Statutes Chapter 322C, do hereby adopt the following resolutions, effective as of [DATE]:
Acknowledgment of Filing of Articles of Organization
RESOLVED, that the members hereby accept, acknowledge and ratify the Articles of Organization of [COMPANY NAME] as filed with the Secretary of State of the State of Minnesota on [DATE], and that a Certificate of Organization has been issued to the Company.
Payment of Organization Expenses
RESOLVED, that all fees, costs and other expenses incurred in effecting the organization of the Company and the commencement of its business operations be and the same are hereby ordered to be paid as promptly as possible and/or reimbursement paid to the Organizer upon evidence of payment.
Adoption of Operating Agreement
RESOLVED, that the Operating Agreement in the proposed form prepared by counsel for the Company and submitted to the members be and it hereby is ratified and approved by the Company.
Issuance of Membership Interests
WHEREAS, [NAME] has indicated his willingness to acquire and hold 100% of the membership interests of the Company, all such membership interests having full governance (voting) rights and financial rights, as further described in and governed by the Operating Agreement.
NOW, THEREFORE, BE IT RESOLVED, that such subscription be and it hereby is accepted; and upon payment of the initial capital contribution by [NAME], the Company shall, and its managers or members be and they hereby are authorized and directed to, issue to [NAME] ____% of the membership interests and evidence such ownership in the records of the Company.
RESOLVED, that the Company shall have no company seal.
Election of Managing Member
RESOLVED, that the following member is hereby elected to the offices set forth opposite his name, to serve until the next election and until his successors shall have been duly elected and qualified:
[NAME] Managing Member (which may alternately be designated as Chief Manager), Treasurer (or, alternately, the Tax Matters Partner, as described by the Internal Revenue Code), and Secretary.
RESOLVED, that the fiscal year of the Company shall be the calendar year.
Adoption of Banking Resolutions
RESOLVED, that the Managing Member of the Company shall designate a bank as a depository for the funds of the Company and that the Managing Member and Treasurer of the Company shall be authorized to make deposits therein and withdraw funds therefrom, and make loans, either secured or unsecured from such bank.
Being all the Members of [COMPANY NAME]