LLC Unanimous Written Consent of Members

A Unanimous Written Consent (‘UWC’) of Members (of an LLC) is a method by which members may conduct LLC business by voting on decisions reserved to the members in lieu of a formal meeting.  For decisions to be eligible to be adopted via a UWC, the vote of members must be unanimous, such that each Member must sign the UWC acknowledging the Member’s consent to the matters. The choice between holding a meeting and a UWC depends on the nature of the decision, the company’s governing documents (e.g., Articles of Organization and Operating Agreement), the preferences of the members, whether the matter(s) need further discussion and consideration at a meeting, and whether approval of any such matter is unanimous.  UWCs generally include:  name of the LLC, date of execution and the details of the specific matter or resolution, approval and adoption of the members and signatures. 

9to5 currently has Unanimous Written Consent forms available depending on the type of company matter and may be utilized when all members of an LLC entitled to vote on a particular matter are willing to agree in writing (i.e., sign the UWC). 

• Unanimous Written Consent of the Members, or a Sole Member, (General) – 9to5’s general written consents are designed to be utilized for more general business matters or matters.  The general Written Consent of a Sole Member is tailored to an LLC that only has one member who needs to formally document a business decision.
• Unanimous Written Consent for LLC Lending/Borrowing via Promissory Note – when an LLC is borrowing or lending money pursuant a promissory note.
• Unanimous Written Consent for LLC Lending to/Borrowing from an ‘Interested Party’ via Promissory Note – when an LLC is borrowing or lending money pursuant a promissory note to/from an ‘interested party’ (e.g., one of its members, managers, employees, or a manager’s spouse, etc.).
• Unanimous Written Consent for Amendment to Operating Agreement – when the members need to amend the LLC’s operating agreement.
• Unanimous Written Consent for Appointment of Member as Managing Member– when one of the members is appointed the managing member of the LLC, with the company delegating either Full Authority or Limited Authority.
• Unanimous Written Consent for Appointment of Non-Member as Manager– when a non-member individual is appointed as manager of the LLC, with the company either delegating Full Authority or Limited Authority. 

See our Resources Section for more detailed information on Unanimous Written Consents, including types of documentation, typical information included, some examples of the uses of the forms, and other related information.

Please consult with a lawyer to ensure compliance in your jurisdiction.