Unanimous Written Consent of Members
(Member-Managed Limited Liability Company, Sale) (CA)

Summary

This written consent template may be delivered by the members of a member-managed California limited liability company to authorize the sale of California commercial real property. This written consent includes practical guidance and drafting notes. Pursuant to Cal. Corp. Code § 17704.07, the members of a California limited liability company may authorize the company to take action by written consent in lieu of calling a formal meeting. See Cal. Corp. Code § 17704.07 for further detail. Counsel should consult the limited liability company operating agreement to determine that the members have the authority to authorize the sale 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 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 to consummate the sale of the real property. Delivery of a written consent is a standard requirement of the title company issuing the owner's title insurance policy to the purchaser. For more on the sale of commercial real property in California, see Commercial Purchase and Sale Due Diligence (CA), Commercial Real Estate Purchase and Sale Agreements (CA), Purchasing and Selling Commercial Real Estate Resource Kit, Commercial Purchase and Sale Agreements, and Closing and Other Ancillary Documents Required for Commercial Real Estate Purchase and Sale Transactions.