Manager Resolutions of Seller
(Sale of Membership Interests) (FL LLC)

Summary

These template manager resolutions of seller for the sale of membership interest in a Florida limited liability company (LLC) authorize the sale of interests that the company owns in another LLC. This template includes practical guidance, drafting notes, and an optional clause. These resolutions may be used whether or not the company is manager-managed or member-managed. If the company is member-managed, it is not necessary for the managers to authorize the sale; however, it can be helpful (and may even be requested by the buyer) for the target's managers to acknowledge the transaction. While the Florida Revised Limited Liability Company Act (FRLLCA) provides the default terms of formation, operation, dissolution, and other governance matters for limited liability companies, the FRLLCA allows many of these terms to be altered by a written operating agreement or other written documentation. Fla. Stat. Ann. § 605.0105(2). Under the default terms of the FRLLCA, certain actions must have the affirmative vote or consent of a majority-in-interest of the members, Fla. Stat. Ann. § 605.04073(2)(d), but this requirement may be overridden by the operating agreement. It is important for counsel to review the terms of the operating agreement and other governing documents of the company to confirm the necessary internal approvals for this sale. In drafting resolutions to authorize certain actions in a sale of LLC interests, it is good practice to briefly describe the underlying reason for the resolutions and establish the legal basis for the authorized action (e.g., the managers have determined that the actions are in the best interests of the company). If the resolutions include the authorization by the company to enter into any agreements in connection with the transaction, the resolutions should approve both the transaction documents and, if the company has officers or managers, also authorize any actions the target's officers or managers need to take to effectuate the transactions contemplated thereby. These clauses assume that the company will be a party to the membership interest purchase agreement as well as certain ancillary agreements related to the transaction. For manager resolutions for the sale of all or substantially all of the LLC interests of the company itself, see Manager Resolutions of Seller (Sale of Membership Interests) (FL LLC). For more information on Florida LLCs generally, see Management and Indemnification (FL LLC) and Ownership Interests (FL LLC). For a membership interest purchase agreement to append as an exhibit to these resolutions, see Membership Interest Purchase Agreement (FL LLC). For other Florida LLC resources, see Limited Liability Company Resource Kit (FL).