Written Action of Organizer Template

            \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

                                                                                  \[NAME\], Organizer

                                                                                  _Being the sole Organizer of \[COMPANY NAME\]_

                                                                                   \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

                                                                                  \[NAME\], Member

How this document works under Minnesota law

This template is built for a single-member LLC. Under Minnesota’s LLC statute, how a person becomes an initial member depends on the company’s membership at formation, so use the path that matches your situation.

If your company will have one member upon formation, that person becomes a member as agreed by that person and the organizer (Minn. Stat. § 322C.0401, subd. 1). Where the organizer and the initial member are different people, the organizer acts on behalf of the initial member. This single-member path is what the template above implements.

If your company will have more than one member upon formation, those persons become members as agreed among themselves before formation, with the organizer acting on their behalf (Minn. Stat. § 322C.0401, subd. 2). If your company will have no members upon formation (a shelf LLC), a person becomes an initial member only with the consent of a majority of the organizers (Minn. Stat. § 322C.0401, subd. 3).

One point of timing to get right: forming the LLC does not by itself make anyone a member. The statute provides that organization “does not by itself cause any person to become a member” (Minn. Stat. § 322C.0201, subd. 4). Membership arises from the agreement or consent described above, which an organizer with sole authority can document by written action signed contemporaneously with formation. One or more persons act as organizers to form the LLC by signing and filing the articles of organization with the secretary of state (Minn. Stat. § 322C.0201, subd. 1), and the LLC is formed when those articles are filed with the secretary of state accompanied by the required filing fee (Minn. Stat. § 322C.0201, subd. 4).

Get the citations and currency right

Two technical points keep this document accurate.

First, cite the chapter, not a single section. The governing act is the Minnesota Revised Uniform Limited Liability Company Act, which is codified as a whole chapter. Its short title is set at Minn. Stat. § 322C.0101 (“This chapter may be cited as the ‘Minnesota Revised Uniform Limited Liability Company Act.’”), and the section refers to itself as part of “this chapter,” confirming that 322C designates a chapter. As a matter of citation convention, refer to it as “Minn. Stat. ch. 322C,” not “Minn. Stat. § 322C,” because the § symbol denotes a single section while “ch.” denotes a chapter.

Second, make sure you are working from current law. Chapter 322C governs all Minnesota LLCs on and after January 1, 2018 (Minn. Stat. § 322C.1204), after the prior chapter 322B was repealed. If any older template you are adapting still references chapter 322B, update it to chapter 322C. The “Written Action of Organizer” title remains a valid drafting convention, but chapter 322C does not carry a statutory device by that exact label. For this single-member template, the document’s authority rests on the organizer’s formation authority (Minn. Stat. § 322C.0201, subd. 1) and the provision under which a sole initial member becomes a member as agreed by that person and the organizer (Minn. Stat. § 322C.0401, subd. 1), with the operating agreement remaining the controlling instrument for the company’s internal affairs (Minn. Stat. § 322C.0110).

A drafting note: the organizer’s signed action admitting a single initial member is a unilateral organizer act under Minn. Stat. § 322C.0401, subd. 1, not a member action. Do not cite it to the member-written-consent provision in Minn. Stat. § 322C.0407, subd. 5, which governs action requiring the consent of members taken without a meeting.

If your LLC is a professional firm

If you are organizing a professional LLC, you are working under two statutes, not one. Under the Professional Firms Act, a firm’s “generally applicable governing law” is the state statute under which the limited liability company is organized, plus any other law generally relevant to its internal affairs (Minn. Stat. § 319B.02, subd. 8). For a Minnesota LLC, that organizing statute is chapter 322C. Professional-firm status is not automatic: the company becomes a “Minnesota professional firm” only by an affirmative election under Minn. Stat. § 319B.03, subd. 2, made in the firm’s organizational document (for an LLC, its articles of organization), either when the firm initially files that document or by a later amendment to it. If your LLC makes that election, adapt the template’s opening recital to describe the Company as “a Minnesota professional limited liability company . . . organized under the Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. ch. 322C, and subject to the Minnesota Professional Firms Act, Minn. Stat. ch. 319B.” The Minnesota Professional Firms Act does not replace chapter 322C; it overlays it. Where an election is in effect and the firm’s generally applicable governing law conflicts with the Professional Firms Act (sections 319B.01 to 319B.12), the Professional Firms Act controls (Minn. Stat. § 319B.03, subd. 4). Where there is no conflict, chapter 322C continues to govern the company’s internal affairs, including organizer written-action and member-admission mechanics like the ones in this template.