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Initial Resolutions – Manager-Managed LLC

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When your LLC is managed by appointed managers (rather than member-run), this template formally documents the initial actions taken by the organizer—such as naming managers, adopting the operating agreement, and delegating authority—especially if managers aren’t listed in your Articles of Organization.

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Initial Resolution Template for Manager‑Managed LLC

Why Use a Manager‑Managed Initial Resolution?

Initial resolutions bridge the gap between LLC formation and the adoption of your operating agreement. They formally record who is authorized to act on behalf of the company—especially critical when managers are not named on the official filing documents. :contentReference[oaicite:1]{index=1}

Essential Sections to Include

  • LLC Name & Filing Number: Identify the company.
  • Date & State of Formation: When and where the LLC was created.
  • Organizer Ratification: Formal approval of organizer’s actions to date.
  • Articles Completed: Statement that official formation documents are finalized.
  • Manager Appointment: Names of one or more managers granted authority.
  • Operating Agreement Adoption: Declares that the LLC will operate under an agreement going forward.
  • Organizer Signature & Date: Confirms authorization and timing. :contentReference[oaicite:2]{index=2}

Frequently Asked Questions

Is this document mandatory?

Most states do not require it, but it’s a best practice. Banks, attorneys, and third parties often expect a formal resolution when managers aren’t listed on LLC documents. :contentReference[oaicite:3]{index=3}

Who must sign it?

Usually the organizer or the appointed manager(s). The signer confirms the facts, delegation, and adoption of governance structure. :contentReference[oaicite:4]{index=4}

When should I use it?

Immediately after formation, before holding any meetings or signing contracts—especially if your operating agreement isn’t yet adopted.

⬇ Download free template (PDF)

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