What Is an LLC Resolution? (All You Need to Know)
An LLC resolution is a written record of a specific decision made by the person or people authorized to act for the company.
It can document what was approved, who had authority, and when the action takes effect. It is not a universal state form, and writing one does not by itself make an unauthorized decision valid.
The operating agreement and state law determine who may decide and what approval is required. Check both before relying on a resolution [1].
Quick Summary
- A resolution records a particular LLC decision; it is not the operating agreement or the state’s formation document.
- Check the operating agreement and applicable state law for who can approve the action and how [2] [3].
- There is no one nationwide rule for meeting, consent, or voting procedures; state defaults and company agreements can differ [4] [5].
- Keep the resolution with the LLC’s records; check separately whether a transaction or state filing is required.
- A resolution does not, by itself, create liability protection or cure a decision made without proper authority.
What is an LLC Resolution?
An LLC resolution records a specific action the company has approved. For example, it may identify who is authorized to sign a particular loan document or approve a major purchase.
A resolution is different from an operating agreement. The operating agreement sets broader rules for the company’s internal affairs; a resolution records how the company applies its authority to a particular decision [6].
States do not all use the same requirements or vocabulary. Check the company’s governing documents and the law of its formation state before deciding who must approve an action.
Why Do I Need an LLC Resolution?
A clear written record can help members, managers, banks, lenders, and other parties understand what the LLC authorized. A bank or lender may request a resolution for a particular transaction, but its own requirements depend on the institution and account or loan.
A resolution is not a substitute for following the operating agreement, state law, or the terms of a contract. It also does not automatically protect an owner from personal liability.
Use one when a significant decision needs a reliable company record—for example, appointing a person to sign a specified agreement, approving a loan, or authorizing a substantial asset purchase. First confirm that the person or group approving it has authority.
When Is an LLC Resolution Used?
Use a resolution when the LLC wants a dated record of a particular action, especially when the decision affects company authority, money, or an important asset.
Examples may include approving a specific loan, authorizing a named person to open or manage a business account, approving a substantial property purchase, or recording a decision to enter a major contract.
These are practical examples, not a list of transactions that always require a resolution. The operating agreement, law, contract, bank, or lender may set different requirements.
Do not use a resolution as a substitute for a document that the transaction itself requires, such as a deed, contract, amendment, or government filing.
What Should LLC Members’ Resolution Include?
There is no single nationwide resolution form or checklist. The record should make the decision understandable and show that the correct people approved it under the applicable rules.
Include the LLC’s legal name, the date, the decision being approved, and its effective date. Identify the operating-agreement provision or other authority for the action when useful.
For a meeting, record who participated, whether a quorum was present if one is required, and the vote or outcome. For action without a meeting, keep the signed written consent or other record the governing documents and state law permit.
State the scope of any delegated authority. For example, name the signer and the transaction, and include limits or conditions rather than granting vague authority.
Attach supporting documents when they explain the decision. Keep the resolution with the LLC’s records; whether a bank, counterparty, or agency needs a copy depends on the transaction.
The company agreement usually supplies broader management and voting rules. Keep it current through its own amendment process rather than trying to change it indirectly in an ordinary resolution [7].
For details on member-managed vs. manager-managed LLCs, start with the company’s actual management structure.
Do not call a company agreement “bylaws” unless that is the term used in the governing document or applicable law. See our explanation of LLC bylaws and internal governance documents.
Who Has the Authority to Make Resolutions?
Authority depends on whether the LLC is member-managed or manager-managed, what its operating agreement says, and the law that applies. Members do not automatically have authority over every decision, and managers do not necessarily need a member vote for every action.
Do not assume a majority or unanimous vote is always required. Texas law, for example, provides default procedures for member or manager action but allows governing documents to set different rules [8].
Delaware has its own default management and voting rules, which can depend on the LLC agreement [9]. These examples are not rules for LLCs formed in other states.
Before recording a vote, identify who is entitled to vote, the required threshold, and whether the action can be taken without a meeting. Follow the operating agreement and the applicable state statute.
How Do I Pass an LLC Member Resolution?
First, identify the decision and confirm that it is within the LLC’s authority. If the action would amend the company agreement, transfer an ownership interest, or require a government filing, follow that separate procedure too.
Read the operating agreement for the decision-maker, voting threshold, notice, quorum, and written-consent rules. State law may supply a default if the agreement is silent [10].
Prepare a short, specific record. State exactly what the LLC approves, who may carry it out, any dollar or other limits, and when the authorization starts or ends.
Use the permitted meeting or written-consent process. Record the actual vote or consent; do not invent a meeting, notice, quorum, or signature after the fact.
Give the final document to the authorized signers, collect the approvals required for that action, and keep the executed copy with the LLC’s records.
If the decision changes ongoing ownership, management, or voting terms, determine whether the operating agreement or state filing must also be amended [11].
How LLC resolutions can supplement the operating agreement
An operating agreement sets continuing rules for the LLC, such as management, voting, ownership, and transfers. A resolution usually records one particular action taken under those rules [12].
A resolution can fill in a decision the agreement leaves to members or managers, but it cannot safely override the agreement’s approval process. If the members want to change a standing rule, use the amendment procedure and obtain the required approval.
Keep both documents with the company’s records, along with the relevant written consents and transaction documents.
Single Member vs. Multiple Member Resolutions
The recordkeeping approach is simpler for a single-member LLC, but the authority question still matters for a multi-member company.
1. Single Member LLC
A single-member LLC can use a written resolution or decision record to document a significant action, such as authorizing a loan or naming a person to sign a contract.
The record can help explain what the owner decided and when. It does not automatically make a separate state filing necessary, change the operating agreement, or guarantee a liability outcome.
See our guide to a single-member LLC for how this ownership structure works.
2. Multi-Member LLC
For a multi-member LLC, follow the agreement’s rules for who votes and how much approval the action needs. The answer may differ between member-managed and manager-managed companies and from one state to another.
Texas illustrates why a universal “majority vote” or “everyone must agree” rule is unsafe: its statute describes default action procedures, subject to the company’s governing documents [13].
Record the actual votes or consents and keep the supporting documents. Do not file a resolution with the Secretary of State unless a specific law or transaction requires a filing.
FAQs
Is a Resolution a Legal Document?
A resolution can be a written record of an LLC’s specific decision. It is not a single state-issued form that every LLC must file.
Whether the action was properly approved depends on the operating agreement and applicable state law. For example, Texas has statutory procedures for member or manager actions [14].
Is a Resolution the Same as an Operating Agreement?
No. An operating agreement sets ongoing rules for the LLC; a resolution records a particular decision made under those rules [15].
A resolution should not be used to bypass the agreement’s amendment procedure when the members want to change a continuing rule.
Are Resolutions Legally Binding?
A resolution may document an internal decision, but calling a document a resolution does not automatically make an unauthorized action valid or bind people outside the LLC.
Its effect depends on who had authority, whether the required approval was obtained, and the governing documents and applicable law.
Do All Members of an LLC Need to Agree on a Resolution?
Not under one rule that applies nationwide. Check the operating agreement and the law of the formation state for the people entitled to vote and the approval threshold.
Texas and Delaware have different statutory default rules, and both require attention to the company agreement [16] [17]. Do not assume every member must approve—or that a majority is always enough.
Before relying on a resolution, check the LLC’s governing documents and the law of its formation state. A concise, accurate record can show what the company approved; it cannot replace the approval process or separate documents the action requires.
References:
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://delcode.delaware.gov/title6/c018/sc04/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://delcode.delaware.gov/title6/c018/sc04/
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://delcode.delaware.gov/title6/c018/sc04/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://www.sba.gov/blog/2016/2016-05/basic-information-about-operating-agreements/
- https://statutes.capitol.texas.gov/Docs/BO/htm/BO.101.htm#101.359
- https://delcode.delaware.gov/title6/c018/sc04/
The sample templates were a nice touch. Made it easier to see how simple these documents can be while still keeping everything legally sound.
Helpful breakdown. Resolutions sound super official, but really it’s just keeping records of important moves. Definitely a good habit to start early.
Super helpful for anyone managing an LLC. Keeping a paper trail like this could really save you if there’s ever a legal issue.
Never heard of an LLC resolution before this. Makes sense now—just a formal way to document important decisions.
This cleared up a lot. We’re a two-member LLC and didn’t think we needed to record stuff like hiring or big purchases—but apparently, we do.
I had no idea an LLC resolution was just a formal way to document decisions. Makes a lot more sense now after reading this.
I wasn’t familiar with LLC resolutions before reading this. Turns out they’re key for documenting important decisions—definitely something we’ll start doing.
I had no idea what an LLC resolution was before, this made it clear and the examples were really useful.
This post clarified so much about LLC resolutions for me! I had no idea they were so important for decision-making and legal protection. Thanks for breaking it down in such an easy-to-understand way!
Great explanation of LLC resolutions! I appreciate how you broke down the importance and the steps involved. It’s often overlooked, but understanding this can really help in managing an LLC properly. Thanks for the insights!
Great post! I had little understanding of LLC resolutions before, but you explained everything so clearly. I appreciate the examples you provided; they really helped clarify when and why these resolutions are needed. Thanks for sharing this information!