What is a Member Consent Resolution?

It is used by LLC members, company directors and corporate secretaries who want the terms recorded before work starts or money changes hands, rather than reconstructed from memory afterwards. Putting it in writing is what turns an understanding into something either side can rely on.

There are 18 fields here, grouped into 6 areas — parties and contact details, scope and deliverables, payment and financial terms, dates, timing and duration, confidentiality and intellectual property, and legal protections and risk. Each is a term that causes argument when left unstated, which is why the generator asks for it rather than leaving a gap in the document.

The recurring failure in this kind of arrangement is a deadlock between equal owners with no tie-break written down. Business agreements tend to fail at the edges — deadlock between owners, automatic renewals nobody diarised, and liability caps that turn out to sit above the value of the contract.

The preview updates live as you complete each field, so you can review the exact language before downloading it as PDF or Word. Treat the result as a well-organised first draft: sound in structure, but worth an attorney's review where the sums involved are significant or the situation is unusual.

What matters most in a member consent resolution

Distributions versus allocations

Allocating profit for tax purposes and actually distributing cash are different. Members can be taxed on profits they never received unless this is handled.

Transfer restrictions

Restrict transfers of membership interests so owners cannot end up in business with a stranger, and provide for death, divorce and bankruptcy.

Without one, state default rules apply

Those defaults are rarely what the owners would have chosen — particularly on profit allocation, management authority and what happens when a member dies.

When you need a member consent resolution

  • When more than one person is involved: Where several people share the obligation, the member consent resolution should say whether they are liable together, separately, or both. That single word decides who can be pursued for the whole amount.
  • When risk needs allocating: Decide who carries which risk and who insures it before an incident rather than after one. Afterwards, both readings of the silence are self-serving.
  • When money changes hands: Record what the members owes, when each voting interest falls due, and what follows a late payment. These are the clauses relied on most often and left vague most often.
  • When replacing an earlier arrangement: Issue a fresh member consent resolution when the original terms no longer reflect what the parties actually do. Amending informally leaves two inconsistent records of one relationship.
  • When the filings and register updates the decision triggers has value: Where something is still owed after each resolution passed, that obligation needs its own words. Anything expected to survive the end of the agreement has to say so.
  • When each resolution passed matters to someone else: Where a lender, insurer, landlord or regulator will want to see the arrangement, it needs to be written to be read by them, not only by the company and the members.

What to include in a member consent resolution

This generator collects 18 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

Everything else in the document hangs off these names: the company carries the obligations, the members carries the payment, and both need identifying precisely enough to be found later.

Company Name
The company's registered legal name, including its corporate suffix such as LLC, Inc or Ltd.
Company Address
The company's registered office or principal place of business.
Counterparty Name
The full legal name of the other party entering into this agreement.
Counterparty Address
The counterparty's address for formal notices.

Scope and deliverables

This is the section that decides arguments. Describe the company's internal rules in voting interests and against the register of members and their holdings, so that whether it has been delivered is a question of fact rather than opinion.

Purpose of Agreement
Why the parties are entering into the agreement. This helps a court interpret ambiguous clauses in line with the parties' actual intent.
Products or Services
The goods or services supplied, identified by specification, model or catalogue reference.
Performance Standards
The measurable standard the work must meet — response times, quality levels or service metrics.

Payment and financial terms

Payment terms are relied on more often than any other clause and left vague more often than any other clause. State the amount, the trigger, the deadline and what follows a late payment.

Commercial Terms
The core business terms — volumes, discounts, rebates, minimum commitments and review points.
Pricing
The unit prices or rate card, plus how and when prices may be revised.
Payment Terms
The invoicing cycle, payment window, accepted methods and consequences of non-payment.
Limitation of Liability
The cap on each party's financial exposure. Note that liability for fraud, death or personal injury generally cannot be excluded.

Dates, timing and duration

Where the company depends on the members for something, say what happens to these dates when it arrives late. Otherwise the delay attaches to the wrong party.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.
Delivery Timeline
Lead times and delivery windows, plus what counts as a late delivery and the remedy for it.

Confidentiality and intellectual property

Confidentiality obligations should outlive the agreement. State that expressly here, because protection that ends with the contract is protection at exactly the wrong moment.

Confidentiality Obligations
The duty to keep information private, who it may be shared with internally, and the standard of care required.
Intellectual Property Rights
Who owns the IP created under the agreement, and what licence the other party receives.

Legal protections and risk

Naming the governing law and the forum here avoids a preliminary fight about where a dispute over the company's internal rules is even heard.

Warranties
The promises each party makes about quality, title and authority, and how long they last.
Termination Rights
The circumstances in which each party may end the agreement, distinguishing termination for convenience from termination for breach.
Governing Law
The legal system that applies and the courts that will hear any dispute.

Completing this member consent resolution

Attaching the register of members and their holdings

The register of members and their holdings carries most of the evidential weight here. Attach it as a schedule and refer to it by name in the body, rather than leaving it as an email nobody can find later.

Making the counts checkable

Where the price depends on voting interests, keep a contemporaneous record as they are delivered. A count reconstructed at invoice time invites a challenge that a running record would have prevented.

Planning around a deadlock between equal owners with no tie-break written down

Since this is the common failure in this kind of arrangement, decide now who absorbs it. A clause of two sentences here is worth more than a page of general good intentions.

Recording where this applies

If the parties are in different states, name which state's law applies and where any dispute would be heard. Adding one line now avoids a preliminary argument later.

Reading it as the other side would

Before signing, read the member consent resolution from the counterparty's position and look for anything you would exploit. If you find something, so will they.

Common mistakes to avoid

  1. Signing before the register of members and their holdings is settled. The agreement leans on the register of members and their holdings, so that needs to be confirmed and attached at signature rather than promised for later. A contract pointing at something nobody has produced yet is an agreement to agree.
  2. Leaving confidentiality out. Both sides usually see something they should not repeat. A short confidentiality clause that expressly survives the end of the agreement covers it.
  3. Ignoring who owns the output. Say who ends up owning what is produced, and at what point ownership moves. Where nothing is written, ownership usually stays with whoever created it — rarely what the members assumes.
  4. No dispute step before litigation. A short escalation clause — a conversation, then mediation, then proceedings — resolves most disagreements far more cheaply than starting at the end.
  5. No cap on liability. An uncapped exposure on a modest fee is a bad trade for the company. Set a cap that reflects the real value at stake, and carve out the things that should never be capped.

How to use this member consent resolution generator

  1. Fill in the form. Enter the 18 details requested. Where an entry depends on a count — voting interests, dates, amounts — put the number in rather than a description of it. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. Scan the preview for anything left blank or approximate. Dates, amounts and the description of the company's internal rules are the entries that get tested.
  3. Download and sign. Take the PDF for signing or the Word version for further edits. Make sure the signed copy reaches everyone named, since a document held by only one side is hard to rely on.

Member Consent Resolution — frequently asked questions

Does a single-member LLC need an operating agreement?

It is not always legally required, but it is strongly advisable. It evidences the separation between owner and company, which supports limited liability protection if that separation is ever challenged. Banks, investors and buyers routinely ask for it, and without one the company is governed entirely by state default rules that may not suit how you actually operate.

Does anything survive after the member consent resolution ends?

Yes. The filings and register updates the decision triggers continues past each resolution passed, and confidentiality obligations normally do too. Anything expected to survive has to say so expressly — an obligation that is merely assumed to continue generally does not.

Who should sign the member consent resolution?

The company and the members, through someone with authority to bind them. Where either is a company, that means a director or an officer with delegated authority — a signature from someone without it is a defence waiting to be raised.

Which state's law should govern this member consent resolution?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

Who owns the work produced under this agreement?

Whoever the agreement says owns it — and if it says nothing, the creator generally does. Paying for work does not transfer copyright by itself. If ownership is meant to pass to the client, the assignment clause needs to say so expressly, and it is common to make the transfer conditional on payment in full.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

Can liability be limited to any amount?

Within limits. Parties can cap ordinary commercial liability, and a cap set against contract value or insurance cover is normal. But liability for fraud, death and personal injury generally cannot be excluded, and a cap so low it makes the obligations meaningless may be struck down as unreasonable.

Are electronic signatures valid for commercial agreements?

Yes. Under the US ESIGN Act and equivalent legislation elsewhere, electronic signatures carry the same legal weight as ink for the vast majority of business contracts. Keep the audit trail showing who signed and when.