Written Consent of the Managers
(OH LLC)

Summary

This Written Consent of the Managers template can be used by the managers of an Ohio limited liability company (LLC) to authorize company actions by written consent in lieu of a meeting. This template includes practical guidance and drafting notes. Unless otherwise delegated to a manager, the activities and affairs of an Ohio limited liability company must be under the direction, and subject to the oversight, of its members. See Ohio Rev. Code Ann. §§ 1706.01, 1706.30(A). Where an LLC's operating agreement provides for managers, the business of the company shall be exercised by or under the direction of its managers, except to the extent applicable law or the operating agreement provides otherwise. Along with the delegation of managerial authority and oversight to a manager or managers, the operating agreement of an Ohio LLC may include provisions allowing or prohibiting written action by managers in lieu of a meeting. This template provides a framework into which any number of desired company actions can be authorized. Counsel should review the operating agreement to confirm that the desired actions can in fact be undertaken by written consent. Counsel should also review the company's remaining governing documents to determine whether any other requirements or restrictions apply. For additional information regarding limited liability companies in Ohio generally, see: Formation and Qualification (OH LLC), and Management and Indemnification (OH LLC).