Managers' Consent: Dissolution and Winding Up
(DE LLC)

This template Written Consent by Managers to Recommend Dissolution (DE LLC) memorializes the written consent of the managers of a Delaware LLC to recommend dissolution of the company and wind-up of its affairs and authorizes the filing of a certificate of cancellation with the Delaware Secretary of State. This template includes practical guidance and drafting notes. Delaware allows a Delaware LLC's managers to act by written consent without a meeting. Pursuant to Section 18-404 of the Delaware Limited Liability Company Act (Delaware LLCA), unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by managers, the managers may take such action without a meeting, without prior notice and without a vote if consented to or approved, in writing, by electronic transmission or by any other means permitted by law, by managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted. Del. Code Ann. tit. 6, § 18-404(d). The need for the managers to authorize dissolution depends more on the operating agreement of the LLC than the Delaware statute. The Delaware LLCA provides that, unless otherwise provided in a limited liability company agreement, management of the LLC is vested in the members of the LLC. Del. Code Ann. tit. 6, § 18-402. Additionally, the dissolution of a Delaware LLC requires authorization by members who own more than two-thirds of the interests in the profits of the LLC. Del. Code Ann. tit. 6, § 18-801. The Delaware LLCA does not require such approval by the managers in order to dissolve and wind-up the LLC. Therefore, if the operating agreement of the LLC requires the managers to approve the dissolution of the LLC, and certainly, if the LLC is manager-managed, the authorization and observation of other organizational formalities would be prudent, and use of this template would be appropriate. See Management and Indemnification (DE LLC) and Dissolution (DE LLC).