Written Consent of the Members
(VA LLC)

Summary

This member consent template can be used by the members of a member-managed Virginia 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. Virginia LLCs are managed by members, unless the company's articles of organization or operating agreement specifically provides for management by managers. Va. Code Ann. §§ 13.1-1022(A). Generally, members of a member-managed Virginia LLC may act by written consent unless otherwise provided in the articles of organization or operating agreement. Va. Code Ann. §§ 13.1-1022(E). The Virginia Limited Liability Company Act provides that "the members of a limited liability company may take any action permitted or required to be taken by the members without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting." Va. Code Ann. §§ 13.1-1022(E). Generally, members may authorize an action may by a majority vote. Va. Code Ann. §§ 13.1-1022(C). Note that Virginia law permits written consents to be transmitted electronically. Va. Code Ann. §§ 13.1-1022(E). Even where the management of a limited liability company is vested in the managers, the managers are elected and removed by a majority vote of the members, unless otherwise stipulated in the company's articles of organization or operating agreement. Va. Code Ann. §§ 13.1-1022(D)–(F). Before using this template, you should review the company's operating agreement and articles of organization to determine (1) whether the company is member-managed, (2) whether action by written consent is permitted, and (3) the number of consents required to approve an action. For additional information regarding limited liability companies in Virginia generally, see Ownership Interests (VA LLC) and Management and Indemnification (VA LLC). For a written consent to use when a Virginia LLC is manager-managed, see Written Consent of the Managers (VA LLC).