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
OF MEMBERS
OF
[COMPANY NAME]
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, the Minnesota Revised Uniform Limited Liability Company Act, which permits the members to act by written consent in lieu of a meeting under Minn. Stat. § 322C.0407, subd. 5, 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], the Company having been duly formed upon that filing under Minn. Stat. § 322C.0201.
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, such ownership carrying both the management and voting rights that Chapter 322C vests in the members and the transferable interest, that is, the right to receive distributions, all 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.
Company Seal
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 partnership representative under Internal Revenue Code section 6223), and Secretary.
Fiscal Year
RESOLVED, that the fiscal year of the Company shall be the calendar year.
Adoption of Ba****nking 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.
[NAME], Member
Being all the Members of [COMPANY NAME]
Notes on the controlling law
These notes ground the resolutions above in current Minnesota and federal law. If you used an older version of this template, two passages have changed: the recital no longer references a “Certificate of Organization,” and the IRS designation is now the “partnership representative.”
Formation and filing. Your LLC is formed when its articles of organization are filed with the Secretary of State, accompanied by the filing fee. The Secretary of State’s filing of the articles is itself conclusive proof that the organizer satisfied all conditions to formation (Minn. Stat. § 322C.0201, subd. 4(b)). The Secretary of State returns a filed and stamped acknowledgment of the articles, and a certified copy or Certificate of Good Standing is available only on separate request. That is why the acknowledgment resolution references the filing of the articles, not a certificate.
Acting by written consent. Because all members are signing, you do not need to hold a meeting. Members may take any action requiring member consent by written consent without a meeting under Minn. Stat. § 322C.0407, subd. 5. This written action is exactly that.
What a membership interest includes. A membership interest has two components. The first is your management and voting rights, exercised under Minn. Stat. § 322C.0407. The second is the economic right to receive distributions, which Chapter 322C calls the “transferable interest” (Minn. Stat. § 322C.0102, subd. 28).
The IRS contact is the partnership representative. If your LLC is taxed as a partnership, federal law requires you to designate a “partnership representative,” a partner or other person with a substantial presence in the United States, who holds the sole authority to act for the company before the IRS (26 U.S.C. § 6223(a)). The older “Tax Matters Partner” role was repealed by the Bipartisan Budget Act of 2015 and replaced by the partnership representative for partnership tax years beginning after December 31, 2017 (Pub. L. 114-74, tit. XI, § 1101). Designate the partnership representative, not the obsolete Tax Matters Partner.
Because this series addresses single-member LLCs, one caveat matters here: the partnership representative requirement applies only to a partnership (26 U.S.C. § 6223(a)). The representative’s sole authority is to act on behalf of the partnership under the centralized partnership audit subchapter (26 U.S.C. § 6223(a)). So if your single-member LLC is not taxed as a partnership, you may keep the designation in the template for completeness, but it stays dormant unless the company is taxed as a partnership.
Chapter 322C is current. Chapter 322C governs every Minnesota LLC. The prior Chapter 322B was fully repealed effective January 1, 2018, with no remaining opt-in or opt-out period (Minnesota Secretary of State, 2018 LLC Law Change Info).
