Action by Written Consent of Members
(Subsidiary Guarantors) (Member-Managed LLC) (Lending)

Summary

This Written Consent of Members template is the unanimous written consent of the members, sole member, or managing member(s) of a group of guarantors with the same member(s), authorizing guarantee of a loan and related documents. This template includes practical guidance and drafting notes. When corporate entities enter into a financing transaction, the enforceability of the documents forming such transaction depends on the due authorization of the parties to enter into a financing transaction. The signatories of each of the parties must first obtain such authorization, and confirmation of this should be performed by counsel to the counter-party. Borrower’s counsel must confirm the due authorization of the parties in order to issue a valid enforceability legal opinion. Business entity resolutions and unanimous written consent documents evidence this authorization. This template covers a group of member-managed limited liability company (LLC) subsidiary guarantors that are loan parties in a financing transaction and are guaranteeing the borrower’s obligations. This template should not be used when the subsidiary guarantors do not share the same members. Before drafting, you should familiarize yourself with the applicable state LLC law to ensure that the form of the documentation conforms to legal requirements, including whether resolutions may take the form of a unanimous written consent in lieu of a meeting of the member(s). The capitalized terms used in this unanimous written consent need not conform to the defined terms in the relevant credit agreement or any other agreement included in the relevant financing transaction. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For templates covering a group of subsidiary guarantors that are corporations or manager-managed limited liability companies, see Action by Written Consent of Board of Managers (Subsidiary Guarantors) (Manager-Managed LLC) (Lending) and Action by Written Consent of Directors (Subsidiary Guarantors) (Corporation) (Lending). Also refer to the Closing Process Resource Kit for templates that can be used in conjunction with this written consent as part of a financing transaction closing.