Written Consent of Manager
(Manager-Managed Limited Liability Company, Financing) (CA)

Summary

This written consent template may be delivered by the manager of a manager-managed limited liability company to authorize the financing of California real property. The template includes practical guidance, drafting notes, and optional clauses. Pursuant to the exclusive authority of the manager to decide on matters relating to the activities of the company as provided in Cal Corp. Code § 17704.07, the manager 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 details. Counsel should consult the limited liability company operating agreement to confirm that the manager has the authority to act by written consent and determine their authority to authorize the transaction as contemplated by the written consent. The written consent must describe the authority of the manager to take actions on behalf of the limited liability company and to execute the required documents for the refinancing transaction. If there is more than one manager of the company, this consent should be revised by stating that the consent of a majority of the managers should be obtained for the proposed action. The title should also be updated to be consent of "managers" of the company and the consent should be executed by a majority of the managers (to the extent required by the limited liability company operating agreement). 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 California, see Commercial Real Estate Acquisition Loan Resource Kit (CA), Commercial Real Estate Financing (CA), Commercial Real Estate Financing Transactions (CA), Commercial Real Estate Loan Defaults and Remedies (CA), and Opinion Letters in Commercial Real Estate Financing Transactions (CA).