What Is a Written Action of an Organizer?

An organizer is the person who signs and files the articles of organization with the Minnesota Secretary of State, forming the company. One or more persons may act as organizers, and the organizer may be the LLC’s owner, its attorney, or another party. There is no requirement that the organizer be a member. Under the Minnesota Revised Uniform Limited Liability Company Act, an “organizer” is simply a person who acts to form the company by signing and filing the articles of organization. Minn. Stat. § 322C.0102, subd. 19; Minn. Stat. § 322C.0201, subd. 1 (available at https://www.revisor.mn.gov/statutes/cite/322C.0201). The corporate counterpart is an incorporator, who forms a corporation by filing articles of incorporation with the Secretary of State. Minn. Stat. § 302A.105 (available at https://www.revisor.mn.gov/statutes/cite/302A.105).

All Minnesota LLCs are now governed by Chapter 322C, the Minnesota Revised Uniform Limited Liability Company Act. Chapter 322C became the exclusive governing statute for every Minnesota LLC, regardless of when it was formed, on January 1, 2018, when the prior Chapter 322B was repealed. Minn. Stat. ch. 322C; Minn. Stat. ch. 322B [Repealed, 2014 c 157 art 1 s 91, eff. Jan. 1, 2018] (available at https://www.revisor.mn.gov/statutes/cite/322C).

The Written Action of the Organizer (sometimes called an Action by Written Consent of the Organizer) is typically the first internal document signed after the articles of organization are filed. Filing the articles forms the company, but it does not by itself admit any member: “The formation of a limited liability company does not by itself cause any person to become a member.” That same provision expressly permits an agreement, made before or after formation, providing that one or more persons will become members in connection with the formation of the company. Minn. Stat. § 322C.0201, subd. 4(c) (available at https://www.revisor.mn.gov/statutes/cite/322C.0201). The organizer’s written action is the instrument customarily used to serve that function: it acknowledges the filed articles, records the initial member or members, and adopts the operating agreement. It is a drafting convention, not a statutorily named or required document.

One point of caution: under current Minnesota law, the organizer’s written action does not elect a “Board of Governors.” A Minnesota LLC is member-managed by default, meaning the members run the company directly. The operating agreement may instead elect manager-managed or board-managed governance, but only if it expressly says so using the statutory designating language. Minn. Stat. § 322C.0407, subd. 1 (available at https://www.revisor.mn.gov/statutes/cite/322C.0407). A “board of governors” exists only in the opt-in board-managed structure, and even then the governors are elected by the members, not appointed by the organizer: governors “are elected by a plurality of the voting power present and entitled to vote on the election of governors at a duly called or held meeting at which a quorum is present,” while the members holding a majority of the voting power separately determine the number of governors and the method of election. Minn. Stat. § 322C.0407, subd. 4 (available at https://www.revisor.mn.gov/statutes/cite/322C.0407). The organizer-installs-the-first-board pattern was a feature of the repealed Chapter 322B; it is not how Chapter 322C works for an ordinary for-profit LLC. (Chapter 322C’s only “elected by the organizer” authority, Minn. Stat. § 322C.1101, subd. 5(a), applies exclusively to nonprofit LLCs.) Business owners and attorneys can use the example below as a template, choosing the language that matches the company’s actual management structure.

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Written Action of Organizer Template

WRITTEN ACTION OF ORGANIZER OF [COMPANY], LLC

The undersigned, being the Organizer of [COMPANY] LLC, a Minnesota limited liability company (the “Company”), having formed the Company by signing and filing articles of organization with the Minnesota Secretary of State pursuant to Minnesota Statutes section 322C.0201, hereby acknowledges the formation of the Company and adopts the following, effective as of [EFFECTIVE DATE]:

Acknowledgment of Formation and Designation of Initial Member(s)

RESOLVED, that the Company was formed upon the filing of its articles of organization with the Minnesota Secretary of State, and that the following person(s) are acknowledged as the initial member(s) of the Company, who shall govern the Company under Minnesota Statutes section 322C.0407:

[INITIAL MEMBER(S)]

Adoption of Operating Agreement

RESOLVED, that the Operating Agreement of the Company in the form presented be and hereby is adopted as the Operating Agreement of the Company.

Optional: Board-Managed Election

(Include only if the Operating Agreement expressly designates the Company as “board-managed.” Under Minnesota Statutes section 322C.0407, subdivision 4, the governors of a board-managed LLC are elected by the members (by a plurality of the voting power present at a meeting with a quorum), so the election below should be made by the members, not by the organizer.)

RESOLVED, that, the Company having elected board-managed governance in its Operating Agreement, the following person be and hereby is elected by the member(s) to the first Board of Governors of the Company, to serve until the next election of governors and until a successor has been duly elected and qualified:

[ELECTED PERSON]

______________________________

[ORGANIZER], Organizer

A note on terminology: “Board of Governors” and “governor” remain valid Minnesota LLC terms under current law, but only for a company that has expressly elected board-managed status in its operating agreement. Minn. Stat. § 322C.0102, subds. 3, 11; Minn. Stat. § 322C.0407, subd. 4 (available at https://www.revisor.mn.gov/statutes/cite/322C.0102). They are not the default, and a governor is not the same as a “manager” (the office in a manager-managed LLC). If your LLC is member-managed (the default) or manager-managed, omit the board election entirely.

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Microsoft Word .docx format: Written Action of Organizer of LLC

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