Understanding Certificate of Resolution and LLC Minutes

During a meeting, the board of directors or other members of the firm may make decisions that are recorded in a certificate of resolution, which is a legal document. Because it serves as evidence of the company’s choices and actions, this document is crucial for businesses of all shapes and sizes. For a number of things, including opening a bank account, approving contracts, or making sizeable investments, a certificate of resolution may be required.

Limited liability corporations (LLCs) with only one member are typically exempt from meeting and record-keeping requirements. However, it is still advised that you record minutes if you are a single member LLC and wish to maintain the liability protections offered by your LLC. In this situation, you can just write down the decisions you made as the lone member.

The procedure for taking minutes in multi-member LLCs is more formal. LLCs must convene yearly meetings and record the proceedings in minutes. All key decisions, such as bylaw amendments, officer elections, and contract approvals, should be noted in the minutes of the meeting. LLCs can also have special meetings to discuss certain concerns, and minutes for those sessions should also be recorded.

LLCs should choose a secretary to take notes throughout the meeting in order to record minutes. The meeting’s date, time, attendees’ names, and decisions should all be noted by the secretary. The minutes should be written up and distributed to all LLC members by the secretary soon after the meeting.

There are various resolution kinds that can be documented in the minutes. A simple majority of members must vote in favor of a resolution to pass it. A special resolution needs a larger majority of members’ support, typically two-thirds or three-quarters, to pass. Unanimous resolutions are decisions reached by all LLC members.

A certificate of resolution, then, is a legal record that summarizes the conclusions reached by the board of directors or other members of a corporation at a meeting. It is advised that LLCs maintain meeting minutes, which should detail any key choices taken at the meeting. LLCs can prove their adherence to regulatory standards and shield themselves from liabilities by maintaining correct records.