Written Consent of the Members
(MO LLC)

Summary

This written consent template can be used by the members of a Missouri 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. A Missouri limited liability company may be managed by members or managers, as provided by the company’s operating agreement. Mo. Rev. Stat. §§ 347.081; 347.079. A limited liability company’s operating agreement may also include provisions relating to the voting rights of members, including approval of actions by consent without a meeting and quorum requirements. Mo. Rev. Stat. § 347.081(1)(4). Even where the management of a limited liability company is vested in the managers, Mo. Rev. Stat. § 347.079(3) provides for certain actions that require a majority vote of the members, unless otherwise stipulated in the company’s articles of organization or operating agreement. Mo. Rev. Stat. § 347.079(3). Where a company’s governing documents do not address member action by written consent, Mo. Rev. Stat. § 347.083 specifically allows any action or vote to be taken without a meeting by written consent of all the managers entitled to vote on the proposed action. Counsel should review the operating agreement to determine whether the operating agreement restricts, prohibits, or permits the members to undertake and approve the desired company action by written consent, and whether the operating agreement allows for less than unanimous member consent. For additional information regarding conducting business as a limited liability company generally, see Limited Liability Companies. For more information on the management of Missouri LLCs, see Management and Indemnification (MO LLC) and Ownership Interests (MO LLC).