Unanimous Written Consent of Members in Lieu of Organizational Meeting
(Member-Managed) (CA LLC)

This unanimous written consent template may be used by the members of a member-managed limited liability company formed under California state law to take action on matters such as election of officers, bank accounts, and fiscal year, in lieu of an organizational meeting. This template contains practical guidance, drafting notes, and optional clauses. Although the California Revised Uniform Limited Liability Company Act (CRULLCA) does not require the organizer of California LLC to hold organizational meetings, many LLCs choose to take organizational action for record-keeping purposes. Subject to the LLC's operating agreement, the CRULLCA allows members to act by written consent, Cal. Corp. Code § 17704.07(n), and requires that actions outside the ordinary course of business be by all the members. Cal. Corp. Code § 17704.07(c)(4). These resolutions pertain to typical organizational matters for a new company's members to act on; however, the matters listed below are neither all-inclusive nor applicable to each company. For more information on formation of a California limited liability company, see Formation and Qualification (CA LLC).