Minutes of the Board of Managers
(Parent Guarantor) (Manager-Managed LLC) (Lending)

Summary

This template minutes of the board of managers of a parent guarantor authorizes the guarantee of a loan and entry into related documents. This template can be used when the board of managers is required to convey this authorization at a meeting as opposed to by written consent. This template includes practical guidance, drafting notes, and alternate clauses. When entities enter into a financing transaction, the enforceability of the documents evidencing such transaction depends on the due authorization of the parties to enter into that transaction. The signatories of each of the parties to the financing documents must first obtain such authorization, and confirmation of this should be performed by counsel to the counterparty. Counsel to the borrower and other obligated parties must confirm the due authorization of the parties in order to issue a valid enforceability legal opinion. Business entity resolutions adopted at a meeting or via unanimous written consent documents can evidence this authorization. The documentation for the authorization by the board of managers can take a variety of different formats. This template covers an LLC that is guaranteeing the obligations of its subsidiary that is acting as a borrower in a financing transaction. 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. This template references the Delaware Limited Liability Company Act (DLLCA) as Delaware is a popular state in which to form or incorporate business entities due to its favorable business climate. The capitalized terms used in this set of meeting minutes need not conform to the defined terms in the relevant credit agreement or any other agreement included in the relevant financing transaction. Refer to Action by Written Consent of Board of Managers (Holdings) (Manager-Managed LLC) (Lending) for a template for written consent of the board of managers of an LLC that is a parent guarantor. For a template covering written consent of an LLC that is a parent guarantor but is member-managed, see Action by Written Consent of Board of Members (Holdings) (Member-Managed LLC) (Lending). Also refer to the Closing Process Resource Kit for templates that can be used in conjunction with this template as part of a financing transaction closing.