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

Summary

This written consent template may be delivered by the members of a member-managed Texas limited liability company to authorize the sale of Texas commercial real property. This written consent includes practical guidance and drafting notes. Pursuant to Tex. Bus. Orgs. Code § 101.359, the members of a Texas limited liability company may authorize the company to take action by written consent in lieu of calling a formal meeting. See Tex. Bus. Orgs. Code § 101.359 for further detail. Counsel should consult the company agreement of the limited liability company 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 company agreements may require only a majority or a super-majority (as defined by the company 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 Texas, see Purchase and Sale of Commercial Real Property (TX), Purchasing and Selling Commercial Real Estate Resource Kit (TX), Commercial Purchase and Sale Closing Process (TX), Commercial Purchase and Sale Agreements, and Closing and Other Ancillary Documents Required for Commercial Real Estate Purchase and Sale Transactions.