Action by Written Consent of Board of Members
(Holdings) (Member-Managed LLC) (Lending)

Summary

This Action by Written Consent of Board of Members template is a unanimous written consent of the member(s) or managing member of a borrower's holding limited liability company (LLC), authorizing entry into the loan documents, related documents, and the guarantees thereof. 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. The documentation for a unanimous written consent, or resolutions, can take a variety of different formats. This template covers a member-managed limited liability company holding company that is a loan party in a financing transaction and is providing a guarantee of the borrower's obligations. Before drafting, you should familiarize yourself with the applicable state limited liability company 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 holding company that is a manager-managed limited liability company or a corporation, see Action by Written Consent of Board of Managers (Holdings) (Manager Managed LLC) (Lending) and Action by Written Consent of Board of Directors (Holdings) (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.