Written Consent of the Members
(NY LLC)

Summary

This Written Consent of the Members template can be used by the members of a New York limited liability company to authorize company actions by written consent in lieu of a meeting. This template provides a framework into which any number of desired company actions can be authorized. This template includes practical guidance and drafting notes. This template is intended for use by the members of a New York limited liability company to authorize company action by written consent in lieu of a traditional meeting. N.Y. Ltd. Liab. Co. Law § 407(a) allows the members of a New York limited liability company to act in lieu of a meeting without prior notice and without a vote, if written consents setting forth the action so taken are signed by the members who hold the voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the members entitled to vote were present and voted. The consents must be delivered to the LLC in accordance with N.Y. Ltd. Liab. Co. Law § 407(a), by hand or by certified or registered mail, return receipt requested. To the extent that the operating agreement may restrict or prohibit certain actions by written consent and may likewise establish a threshold level of approval for certain company actions, counsel should review them to confirm that the desired company actions can in fact be undertaken by written consent. For a full listing of key content covering New York limited liability company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (NY). For additional information regarding limited liability companies in New York generally, see Formation and Qualification (NY LLC), and Management and Indemnification (NY LLC).