Written Consent of the Managers
(TN LLC)

Summary

This written consent template can be used by the managers of a manager-managed Tennessee limited liability company (LLC) to authorize company actions by written consent in lieu of a meeting. This template includes practical guidance and drafting notes. This template provides a framework into which any number of desired company actions can be authorized. This template applies to manager-managed LLCs that are governed by the Tennessee Revised Limited Liability Company Act, effective January 1, 2006, and applicable to Tennessee LLCs formed after that date. For a manager-managed LLC, decisions for the company are made by a majority vote of the managers, unless otherwise specified by the governing documents or where the action requires unanimous consent of members pursuant to Tenn. Code Ann. § 48-249-401(f). Tenn. Code Ann. § 48-249-405 specifically allows managers of a manager-managed LLC to act by written consent, which includes electronic transmissions. Tenn. Code Ann. § 48-249-405(c). For additional information regarding management of LLCs in Tennessee generally, see Management and Indemnification (TN LLC).