Resolutions of LLC Members of Buyer
(Private Company Merger)

Summary

These clauses provide for authorization by the members of a limited liability company of a private merger and can be inserted into the minutes of the meeting at which the members approve the transaction or a written consent of the members. These clauses contemplate a reverse triangular merger, in which the target entity merges with a subsidiary of the buyer, with the target surviving the merger. These clauses can be inserted in the minutes of the meeting at which the members approve the merger or a written consent of the members. These clauses include practical guidance and drafting notes. A limited liability company may merge with another LLC or other business entity provided that each entity obtains the approvals required by state law and its relevant governance documents. Depending on state law requirements and assuming the members of a limited liability company have not delegated such authority to the managers of the company (e.g., pursuant to the terms of a limited liability company agreement, operating agreement or equivalent governance document), approval of the members of a limited liability company may be required for the company to acquire a third party's business through a merger. Resolutions authorizing a merger should describe the underlying reason for the resolutions and establish the legal basis for the authorized action (e.g., the members have determined that the actions are in the best interests of the company). In addition to authorizing the merger, the resolutions should approve the transaction documents and, if the company has officers or managers, specifically authorize and direct the company's officers or managers to take all actions needed to effectuate the merger. These clauses assume that the term "the Company" has already been defined; if not, it should be defined as follows where first used: [name of buyer], a limited liability company formed under the laws of [state of formation] (the "Company"). These clauses also assume that there is more than one member of the Company; if there is only one member then all references to the "Members" can be replaced with references to the "Sole Member." 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 a full listing of related private merger transaction content, see Private Merger Transaction Resource Kit. For further discussion of the approvals required in a private merger, see Deal Documents and Approvals in M&A Deals.