Unanimous Written Consent of Members
(Member-Managed Limited Liability Company, Financing) (MA)

This unanimous written consent template may be delivered by the members of a member-managed Massachusetts limited liability company to authorize the financing of Massachusetts real property. The template includes practical guidance, drafting notes, and optional clauses. Pursuant to Mass. Ann. Laws ch. 156C, § 21, the members of a Massachusetts limited liability company may authorize the company to take action by written consent in lieu of calling a formal meeting. See Mass. Ann. Laws ch. 156C, § 21 for more information. Counsel should consult the limited liability company operating agreement to determine that the members have the authority to authorize the transaction as contemplated by the written consent and that the number of members necessary to approve the transaction has been met (which in this case is all of the members). Some limited liability company operating agreements may require only a majority or a super-majority (as defined by the operating agreement) to approve actions. If this is the case, the title and introductory paragraph of this consent should be revised to delete the word unanimous and the reference to the approval of all members. The written consent must describe the authority of the members to take actions on behalf of the limited liability company and to execute the required documents for the financing transaction. Delivery of a written consent is a standard requirement of both lenders and the title company issuing the owner's and lender's title insurance policies. For more information on commercial real estate loans in Massachusetts, see Commercial Real Estate Acquisition Loan Resource Kit (MA), Commercial Real Estate Financing (MA), Commercial Real Estate Financing Transactions (MA), Borrower Defaults and Lender Remedies (Commercial Real Estate Loans) (MA), and Opinion Letters in Commercial Real Estate Financing Transactions (MA).