LLC Resolutions and Written Consents Pack
Eight ready-to-sign documents: organizational consent, 11 everyday resolutions, banking resolution, new-member admission, annual consent, minutes, manager's certificate.
Who it is for
A limited liability company that needs the written decisions a bank, a buyer, an auditor or a court will ask to see — from the first organizational consent to the annual consent.
What is inside
- Resolutions Pack: 8 documents, each on its own page — Organizational Consent, 11 ready-made resolutions (bank, loan, real estate, contracts, distributions, related-party deals, registered office, manager appointment, officers, bonus, signatory), Manager's Written Consent, Banking Resolution / Incumbency Certificate, Admission of a New Member with Joinder and spousal acknowledgment, Annual Consent, Minutes of a Members' Meeting, Certificate of the Manager
- Instruction Sheet: when each document is used, field-by-field guide, distributions and related-party rules explained, after-signing checklist, when the pack is not enough
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
DOCUMENT 1
ORGANIZATIONAL WRITTEN CONSENT OF THE MEMBERS
[COMPANY NAME], LLC
The undersigned, being all of the members (the "Members") of [COMPANY NAME], LLC (the "Company"), a compañía de responsabilidad limitada organized under Chapter XIX of the Puerto Rico General Corporations Act, Act No. 164 of December 16, 2009, as amended (the "Act"), acting by written consent without a meeting as the Act and the Company's operating agreement permit, adopt the following resolutions effective [EFFECTIVE DATE].
RESOLVED, that the filing of the Company's Certificate of Organization with the Department of State of Puerto Rico on [FILING DATE], and every act of the authorized person who filed it, are ratified and approved, and that a copy of the filed Certificate be placed in the Company's records.
RESOLVED, that the Operating Agreement dated [OPERATING AGREEMENT DATE], in the form signed by the Members and placed in the Company's records, is adopted as the Company's contrato de compañía de responsabilidad limitada within the meaning of the Act.
RESOLVED, that the following persons are the Members of the Company, that each has made or will make the capital contribution shown, and that each holds the percentage interest shown:
| Member | Contribution | Percentage interest |
|---|---|---|
| [MEMBER 1 NAME] | $[MEMBER 1 CONTRIBUTION] | [MEMBER 1 PERCENTAGE]% |
| [MEMBER 2 NAME, OR DELETE ROW] | $[MEMBER 2 CONTRIBUTION] | [MEMBER 2 PERCENTAGE]% |
| [MEMBER 3 NAME, OR DELETE ROW] | $[MEMBER 3 CONTRIBUTION] | [MEMBER 3 PERCENTAGE]% |
RESOLVED, that [MANAGEMENT RESOLUTION — TYPE "the Company is managed by its Members as the Operating Agreement provides" OR "the following person is appointed Manager of the Company, to serve as the Operating Agreement provides:" FOLLOWED BY THE MANAGER'S NAME].
RESOLVED, that the following persons are appointed to the offices indicated, to serve at the pleasure of the [Members OR Manager] with the authority the Operating Agreement gives to that office: President — [PRESIDENT NAME, OR "None"]; Secretary — [SECRETARY NAME, OR "None"]; Treasurer — [TREASURER NAME, OR "None"].
RESOLVED, that the [Manager OR President] is authorized to open one or more deposit accounts in the Company's name at [BANK NAME] or any other financial institution, to sign the bank's standard account agreements, and to designate as authorized signers on those accounts the persons named in Document 4 of this pack or any later banking resolution; and that the bank may rely on this resolution until it receives written notice of its revocation.
RESOLVED, that the [Manager OR President] is authorized to obtain an employer identification number from the Internal Revenue Service, to register the Company with the Puerto Rico Department of the Treasury (Departamento de Hacienda) as a merchant and for any applicable withholding, to register with the municipality of [MUNICIPALITY] for the municipal license (patente municipal), and to file, on the Company's behalf, the election or elections needed to classify the Company for Puerto Rico and United States federal income tax purposes as [TAX CLASSIFICATION SUMMARY].
RESOLVED, that the Company's fiscal year ends on [FISCAL YEAR END], and that the Company's records required by the Act and the Operating Agreement be kept at [PRINCIPAL OFFICE ADDRESS].
RESOLVED, that the [Manager OR President] is authorized to pay the organizational expenses of the Company, to sign every document and take every action reasonably necessary to carry out these resolutions, and that every such action already taken is ratified.
Signed by all of the Members on the dates written beside their signatures. This consent may be signed in counterparts and electronically, and is filed with the Company's records.
______________________________
[MEMBER 1 NAME], Member
______________________________
[MEMBER 2 NAME, OR DELETE], Member
______________________________
[MEMBER 3 NAME, OR DELETE], Member
… the document continues for about 8 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
LLC Resolutions and Written Consents Pack
An LLC acts through decisions of its members or its manager. Puerto Rico law does not require those decisions to be written down, but a written record is what a bank, a buyer, Hacienda, a court or a future partner will ask to see, and it is what keeps the company's actions separate from its owners' personal actions — the separation on which limited liability depends. This pack gives a Puerto Rico LLC the written decisions it needs over its life, in the order they usually arise.
| Document | Use it when | Who signs |
|---|---|---|
| 1. Organizational Consent | Once, right after the Certificate of Organization is filed. It confirms the members, their contributions and percentages, adopts the operating agreement, appoints the manager and officers, and authorizes the bank account and tax registrations. | All members |
| 2. General Written Consent | Any time the members approve something without a meeting. It contains twelve ready-made resolutions (A to L); keep the ones you need. | The members whose approval the operating agreement requires |
| 3. Manager's Written Consent | In a manager-managed company, to record a decision the manager makes alone, or one the members approved and the manager carries out. | The manager |
| 4. Banking Resolution and Certificate of Incumbency | Whenever a bank, lender, government office or counterparty asks who may sign for the company. Most banks accept it in place of their own form, or alongside it. | The manager or an officer, as the certifying person |
| 5. Consent Admitting a New Member | When a new owner buys in or is admitted. Includes the joinder the new member signs and a spousal acknowledgment. | Existing members; the new member; the new member's spouse if applicable |
| 6. Annual Consent | Once a year, instead of an annual meeting. It approves the financial statements, ratifies the year's decisions, confirms management and approves distributions. | All members |
| 7. Minutes of a Meeting | When the members hold an actual meeting (in person or by video) and want a record of it. | The secretary and chair of the meeting |
| 8. Waiver of Notice | When a meeting is held without the advance notice the operating agreement requires. | All members |
Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.