LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements by State
How may members of an ordinary domestic limited liability company approve company action at a meeting or without one, including default voting power, ordinary and extraordinary thresholds, notice, quorum, remote participation, proxies, record form, future-effective consent, and notice to nonconsenting members?
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50 of 51 verified, 1 with no public source
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Every entry, oldest check August 30, 2026
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What this survey covers
This survey compares how members of an ordinary domestic LLC take collective action: whose vote counts, how the default threshold changes with the kind of decision, what procedure applies at a meeting, and how members may use proxies or act without a meeting. It states the statutory default and what the governing documents may change. It does not decide whether an actual meeting, vote, consent, waiver, proxy, or underlying transaction was effective.
Why the dimensions must remain separate
The vote measure is not uniform. The District of Columbia uses member headcount for ordinary-course member decisions and requires all members for outside-course acts, while Wyoming defines “majority of the members” as an adjusted-capital majority for pre-July 2010 LLCs and a per-capita majority for later companies. D.C. Code § 29-804.07; W.S. §§ 17-29-102 and 17-29-407.
Florida instead weights each member's vote by the member's current profit interest. It permits member action without a meeting at the meeting threshold, requires notice to nonconsenting or nonvoting members within ten days after nonunanimous action, permits signed proxies, and treats hearing-capable remote participation as presence in person. Manager action without a meeting has a different unanimity-in-a-record rule. Fla. Stat. § 605.04073.
Delaware makes the LLC agreement primary for meeting notice, waiver, record date, quorum, proxy, and consent. Its statutory fallback permits hearing-capable remote meetings; no-meeting action at the meeting threshold without prior notice; written, electronic, or otherwise-lawful proxies; and consent effective at a future time or event if the consenting person is then a member. 6 Del. C. § 18-302(c)-(d).
These differences require separate columns for the governing- document hierarchy, vote measure, threshold category, meeting procedure, remote presence, proxies, consent form and timing, and nonconsenter notice and records. Combining them into a single “member approval” answer would hide whether a state used headcount or economic interests and would incorrectly treat remote attendance, proxy authority, and written consent as interchangeable.
Scope boundaries
The table states neutral voting and decision-making mechanics. It does not interpret an operating agreement, count a cap table, decide whether notice or a proxy was adequate, determine whether a transaction falls inside or outside the ordinary course, validate an approval, or recommend a remedy. Merger, conversion, interest-exchange, domestication, asset-sale, dissolution, admission, distribution, and agreement-amendment law appear only far enough to name the member-threshold category; their substantive requirements belong in their own surveys.
State by state
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| State | Governing law, entity, member, manager, and action scope | Operating agreement, articles, and mandatory/default hierarchy | Voting power: per-capita, percentage, interest, class, and group | Ordinary, extraordinary, and reserved-matter thresholds | Meeting call, notice, waiver, quorum, adjournment, and record date | Remote participation, presence, and communications standard | Proxy or agent form, duration, revocation, and scope | Written, electronic, counterpart, and future-effective consent | Nonconsenter notice, records, remedies, and transaction boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-30 | Alabama Limited Liability Company Law, Title 10A, chs. 1 and 5A; ordinary domestic LLC member voting, agreement-created governance, no-meeting consent, and proxy/agent appointment. Agreement may choose members, managers, or another structure; excludes series/professional/foreign/dissolved LLCs and transaction outcomes (§§ 10A-5A-1.08, -4.07) |
LLC agreement governs member/company relations and may choose governance structure; Chapter 5A fills gaps. Agreement may be written, oral, or implied, but duty/liability changes often require writing and § 10A-5A-1.08(c) sets mandatory limits. Formation certificate need not state management form or managers (§§ 10A-5A-1.02(l), -1.08, -2.01, -4.07) |
If agreement is silent, members direct/oversee and ordinary matter uses majority of members—headcount, not economic percentage. Agreement-selected manager/other governance and any class/group or weighted vote are agreement-controlled; Chapter 5A states no separate default (§ 10A-5A-4.07(a)-(b)) |
Agreement-silent member governance: ordinary matter by member majority; all members for agreement amendment, LLC bankruptcy petition, outside-course act, and any other act Chapter 5A makes unanimous. Agreement-selected manager/other governance thresholds come from agreement and other applicable chapter provisions (§§ 10A-5A-1.08, -4.07(a)-(b)) |
Any required member-consent matter may occur without meeting, but Chapter 5A states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule. Agreement and other applicable law control (§§ 10A-5A-1.08, -4.07(c)) |
Chapter 5A states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting consent and proxy/agent authority do not themselves establish remote attendance (§ 10A-5A-4.07(c)) |
Member may appoint proxy/other agent to consent or otherwise act by signing appointing writing personally or through member's agent. Chapter states no default duration, revocation, death/incapacity effect, irrevocability, delivery recipient, meeting-only limit, or express electronic method (§ 10A-5A-4.07(c)) |
Any matter requiring member consent may occur without meeting at applicable agreement/statutory threshold. Chapter states no general consent writing, signature, electronic form, delivery, collection period, counterpart, revocation, or future-time/event mechanism; signed-writing form belongs to proxy/agent appointment (§ 10A-5A-4.07(c)) |
No general post-action notice to nonconsenting/nonvoting members stated. Required-records list covers members, formation filings, tax returns, effective agreement, and 3 years of financial statements—but no vote/consent record or retention period. Information/enforcement, duties, remedies, and transaction validity remain separate (§§ 10A-5A-4.07, -4.09) |
| Alaska verified 2026-08-30 | Alaska Revised Limited Liability Company Act, AS ch. 10.50, governs an ordinary domestic LLC. Members decide a member-managed company; a manager has agreement-authorized exclusive power when articles elect manager management. Member consent and manager consent use separate defaults (§§ 10.50.075, .110, .150, .995) |
Operating agreement is a written agreement among all members; articles may restrict/eliminate power to adopt, amend, or repeal it. Agreement/articles may vary management rights, class rights, and voting thresholds where the Act permits; Alaska has section-specific limits, not one omnibus nonwaivable list (§§ 10.50.095, .110, .150, .990(17)) |
Default member-managed vote is headcount: consent of >1/2 of all members, not capital/profit/ownership percentage. Agreement may limit/increase class or individual management rights. Assignment carries distributions only and gives no member vote unless assignee becomes a member (§§ 10.50.110, .150(a), .375) |
General member-managed affairs: consent of >1/2 of all members. Manager-managed affairs: consent of >1/2 of managers. Unless agreement/articles vary, all members' written consent is required for articles amendment, agreement amendment, or authorizing an agreement-contrary act; transaction-specific thresholds remain separate (§ 10.50.150) |
Act states no general member-meeting caller, notice content/timing/method, quorum, adjournment, annual-meeting, or record-date rule. If Act/articles/agreement otherwise require notice, a signed written waiver before or after the stated time equals notice (§ 10.50.890) |
Act states no general telephone, video, communications-equipment, remote-presence, identity, or retained-ballot rule for LLC member meetings. Written all-member operating agreement and other applicable law must supply any remote procedure (§§ 10.50.110, .990(17)) |
Act states no general right or form for a member voting proxy or consent agent and no delivery, duration, revocation, death/incapacity, or irrevocability rule. Do not treat a member's usual-course company agency under § 10.50.250 as proxy voting authority; governing terms/other law must supply proxy procedure (§§ 10.50.110, .250) |
General § 150(a) decision uses member consent but states no required meeting or universal consent form. Three § 150(c) matters require written all-member consent unless agreement/articles vary. If parties agree to transact electronically, UETA recognizes qualifying electronic writing/signature. No general counterpart, collection-period, future-event, or revocation rule (§§ 10.50.150, 09.80.010-.040) |
No general post-action notice to nonconsenting/nonvoting members or vote/consent retention period. Main-office records and proper-purpose inspection include specified records and minutes; responsible decision makers owe just-and-reasonable true/full information on matters affecting members. Validity, duties, inspection remedies, and substantive transactions remain separate (§§ 10.50.860-.880) |
| Arizona verified 2026-08-30 | Arizona Limited Liability Company Act, A.R.S. §§ 29-3101 to -4202; ordinary domestic LLC member voting/consent/proxy procedure. Member-managed unless articles choose managers; manager action only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 29-3102, -3105, -3407) |
Operating agreement governs member relations, manager rights/duties, company affairs, and amendment; it may contain any lawful provision and overrides conflicting chapter defaults. Chapter fills gaps. Governing-law, Commission/filing, core conduct, information, dissolution, outsider and other listed rules remain protected (§ 29-3105) |
Majority-in-interest means members holding >50% of current profit interests, measured by rights to dissolution distributions after contribution repayment; nonmember profit interests excluded. Not headcount or raw capital. Agreement may change lawful internal allocation; Act states no separate default class/group denominator (§§ 29-3102(12), -3105) |
Each member may manage within ordinary course. Majority-in-interest decides known differences and outside-course/within-purpose matters. All members approve out-of-purpose or agreement-violating acts, agreement amendment, member-to-manager management change, transferable-interest issuance, and Chapter-required unanimity. Manager-managed members retain parallel all-member categories (§ 29-3407(B)-(C)) |
Section 29-3407 permits no-meeting action but supplies no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date procedure. Operating agreement and other applicable law must supply those mechanics (§§ 29-3105, -3407(D)) |
Act states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member approval. Operating agreement and other applicable law must supply any remote procedure (§§ 29-3105, -3407) |
Member may appoint proxy or other agent to vote, consent, or otherwise act by signing an appointing record personally or through the member's agent. Act states no default duration, revocation, death/incapacity, or irrevocability rule (§§ 29-3102(22), -3407(D)) |
No-meeting action requires approval by the minimum members needed for the action. Section 29-3407(D) states no separate signature/writing/record/electronic requirement for members' own consent, delivery, record date, collection period, counterpart, revocation, or future-time/event rule (§ 29-3407(D)) |
Act states no general post-action notice to nonconsenting/nonvoting members, consent-retention period, or meeting-enforcement procedure in the action rule. Agreement may supply procedure; information rights, duties, remedies, and substantive transaction approval/validity remain separate (§§ 29-3105, -3407) |
| Arkansas verified 2026-08-30 | Arkansas Uniform Limited Liability Company Act, Ark. Code § 4-38-101 et seq.; ordinary domestic LLC member voting, no-meeting action, proxy/agent appointment, and pre-decision information. Member-managed default; manager decisions only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 4-38-101-.105, -407, -410) |
Operating agreement governs member/company and member/manager relations, manager rights/duties, activities/affairs, member/manager votes and consents, and amendment; may vary Chapter 38 except statutory floors. Filing, duty, good-faith, liability, information, dissolution, court-access, transaction-approval, and nonparty protections remain (§§ 4-38-105, -407) |
Member-managed members have equal management rights; ordinary difference uses majority of members—headcount, not economic percentage. Manager-managed ordinary decision uses manager/manager majority. No statutory class/group/economic-weight default; agreement may set votes/consents within statutory floors (§§ 4-38-105(a)-(b), -407(a)-(c)) |
Member-managed ordinary difference: member majority; all members for outside-course act and agreement amendment. Manager-managed ordinary matter: manager/manager majority; all members retain same two general reserved approvals. Transaction-specific merger/exchange/conversion/domestication approval rights remain separate and protected (§§ 4-38-105(e)(13), -407(b)-(c)) |
Required member action may occur without meeting. Act states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule; agreement and other applicable law control (§§ 4-38-105, -407(d)) |
Act states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting action and electronic appointing records do not establish remote attendance (§§ 4-38-102(18), (21), -407(d)) |
Member may appoint proxy/other agent to vote, consent, or otherwise act by signing appointing record personally or through member's agent. 'Record' includes electronic storage; 'sign' includes electronic symbol/sound/process. No default duration, revocation, death/incapacity, irrevocability, delivery, or scope limit (§§ 4-38-102(18), (21), -407(d)) |
Any required member vote/consent may occur without meeting at majority or unanimous threshold. Section states no consent writing/signature, delivery, collection period, counterpart, revocation, or future-time/event mechanism; electronic signature definition applies to signed proxy/agent record, not an unstated consent form (§§ 4-38-102, -407(b)-(d)) |
Before member vote/consent, LLC must provide without demand all known information material to decision. No general post-action notice to nonconsenting/nonvoting members or vote/consent retention period stated. Information enforcement, duties, remedies, and transaction validity remain separate (§§ 4-38-105(e)(8), -407, -410(b)(4)) |
| California verified 2026-08-30 | California Revised Uniform Limited Liability Company Act, Corp. Code Title 2.6; ordinary domestic LLC member meetings, votes, proxies, and no-meeting consent. Manager action is stated only as contrast; excludes professional/series/foreign/dissolved LLCs and substantive transaction outcomes (§§ 17701.02, 17704.07) |
Agreement generally varies internal defaults; meeting/proxy/consent rules in § 17704.07(f)-(r), (u)-(w) require written agreement to vary. Articles or written agreement may set voting basis/classes and meeting place/procedure. Articles amendment cannot fall below member majority, and members retain statutory dissolution/conversion/merger votes (§§ 17701.10(d), 17704.07(f)-(t)) |
Default vote follows each member's current-profit interest; assigning member who transferred entire economics to nonmember votes as if transfer had not occurred. Articles/written agreement may use per-capita, number, financial interest, class, group, or another basis. Default 'majority of members' means >50% current-profit interests (§§ 17701.02(m), 17704.07(r)) |
Member-managed ordinary-course difference: majority of members; outside-course act: all members; agreement amendment: all members. Manager-managed members unanimously approve outside-course substantially-all-property sale and other outside-course acts; transaction-specific statutes separately control mergers/conversions/dissolution (§ 17704.07(b)-(c), (r)-(t)) |
Any manager or members with >10% current-profit interests may call. Written notice to voting members 10-60 days before, stating place/date/time/remote means/general business; caller-request notice within 20 days or caller/court route. Default quorum is majority of members represented in person/proxy. Written/attendance waiver; fresh adjourned notice after >45 days or new record date. Record date set 10-60 days before meeting, max 60 days before other action (§ 17704.07(g)-(j), (m), (p)) |
Conference telephone/video allowed when all participants can hear each other; participation is presence. Unless articles prohibit and if agreement authorizes, remote members may be deemed present and vote. Whole/partial electronic meeting requires reasonable substantially concurrent participation/voting opportunity and a retained record of remote votes/actions (§ 17704.07(f), (k), (q)) |
Member proxies follow General Corporation Law. Written signed or authorized electronic proxy; qualifying authorized oral telephone transmission also permitted. Presumptively valid; 11-month default unless proxy says otherwise; revocable by delivered writing, later proxy presented at meeting, or in-person meeting vote. Death/incapacity matters after written notice before count; stated irrevocability also needs qualifying interest/duty/title (§§ 17704.07(o), 178, 705) |
Meeting-equivalent minimum; consent in writing must set out action, be signed, and be delivered to LLC within 60 days of record date. 'Vote' includes qualifying electronic-transmission consent. Consent may be revoked in writing before sufficient consents are filed, not after. No general future-time/event or counterpart rule stated (§§ 17701.02(i), (ac), 17704.07(n)-(p)) |
If all voting-member consents were not solicited in writing, less-than-unanimous articles/agreement amendment, dissolution, or merger approval gets ≥10-day pre-consummation notice; other action gets prompt notice to nonconsenting voting members. Waivers/consents/approvals go in records/minutes; remote votes/actions retained. Caller may notice or seek court order after manager's 20-day default. Procedure does not establish substantive transaction validity (§ 17704.07(h), (j), (n), (q), (s)-(t)) |
| Colorado verified 2026-08-30 | Colorado Limited Liability Company Act, Title 7, art. 80; ordinary domestic LLC member voting and proxy procedure. Member-managed decisions use members; manager-managed ordinary decisions use managers, while all members retain listed reserved approvals. Excludes special/foreign/dissolved LLCs and transaction outcomes (§§ 7-80-108, -401, -706) |
Operating agreement governs company affairs/business and manager/member/company rights, duties, qualifications, and relations; it controls over contrary Article 80 defaults except stated nonwaivable limits. Article 80 fills gaps. Voting grants to all/stated member groups remain subject to statutory majority/unanimity provisions (§§ 7-80-108, -706) |
Default ordinary decision uses majority of members—headcount, not profit/contribution/ownership percentage. Agreement may grant all or a stated group consent/vote rights on a per-capita or other basis, subject to Article 80 majority/unanimity requirements (§§ 7-80-401, -706(1)) |
Member-managed ordinary decisions: majority of members. Manager-managed ordinary decisions: manager majority. Every member must amend articles, amend operating agreement, or authorize an LLC act outside ordinary course. Agreement voting structure remains subject to Article 80's majority/unanimity provisions (§§ 7-80-401, -706) |
No general statutory defaults: member-meeting § 7-80-707, quorum § -708, notice § -709, and waiver § -710 are repealed. Article 80 states no caller, timing/content/method, adjournment, annual-meeting, or record-date replacement; agreement and other applicable law supply procedure (§§ 7-80-108, -707 to -710) |
Article 80 states no conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings after repeal of § 7-80-707. Agreement and other applicable law control; proxy permission does not create remote presence (§§ 7-80-706 to -707) |
Any member may vote in person or by proxy. Article 80 states no default proxy appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, meeting scope, or consent-by-proxy rule; agreement and other applicable law control (§ 7-80-706(2)) |
No general statutory no-meeting procedure: former § 7-80-711 is repealed. Sections 7-80-401 and -706 state decision thresholds but no writing/signature, electronic form, delivery, collection period, counterpart, revocation, or future-time/event mechanism. Agreement and other applicable law must create any no-meeting route (§§ 7-80-108, -401, -711) |
No general nonsigner/nonvoter notice or consent-retention rule after repeal of §§ 7-80-711 to -712. Agreement may supply procedure; substantive transaction law, agreement enforcement, duties, damages, and validity remain separate. This survey states thresholds and procedure, not whether action was effective (§§ 7-80-108, -711 to -712) |
| Connecticut verified 2026-08-30 | Connecticut Uniform Limited Liability Company Act, Conn. Gen. Stat. §§ 34-243 to 34-283d; ordinary domestic LLC member voting, no-meeting action, and proxy/agent appointment. Member-managed default; manager decisions only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 34-243a, 34-243d, 34-255f) |
Operating agreement governs member/company relations, manager rights/duties, activities/affairs, and amendment; Act fills gaps. Agreement may vary vote/meeting/consent procedure subject to filing, duty, good-faith, liability, information, dissolution, court-access, and nonparty floors. Pre-July 2017 articles management language operates as agreement term (§§ 34-243d, -243i, 34-255f) |
'Majority in interest' = members owning >50% member-owned transferable interests; if indeterminable, >50% dissolution distributions, then >50% unreturned contributions. No per-capita or statutory class/group default; agreement may vary. Manager ordinary decisions use manager/manager majority (§§ 34-243a(13), 34-255f(b)-(c)) |
Member-managed ordinary course: majority in interest. Outside-course act or Connecticut Entity Transactions Act transaction: 2/3 in interest in either management form. Agreement/certificate amendment: all members. Manager-managed ordinary matters: manager/manager majority; member thresholds retained for listed reserved action (§ 34-255f(b)-(c)) |
Required member action may occur without meeting. Act states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule; operating agreement and other applicable law control (§§ 34-243d, 34-255f(d)) |
Act states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting action and electronic appointing records do not establish remote attendance (§§ 34-243a(26), (29), 34-255f(d)) |
Member may appoint proxy/other agent to vote, consent, or otherwise act by signing appointing record personally or through member's agent. 'Record' includes electronic storage and 'sign' includes logically associated electronic symbol/sound/process. No default duration, revocation, death/incapacity, irrevocability, delivery recipient, or scope limit (§§ 34-243a(26), (29), 34-255f(d)) |
Any required member vote/consent may occur without meeting at majority, 2/3, or unanimous threshold. Section states no consent writing/signature, delivery, collection period, counterpart, revocation, or future-time/event mechanism; electronic signature definition applies expressly to signed proxy/agent record, not an unstated consent form (§§ 34-243a, 34-255f(b)-(d)) |
No general post-action notice to nonconsenting/nonvoting members or member vote/consent retention period stated. Information rights, agreement enforcement, duties, remedies, and substantive transaction validity remain separate. This survey does not decide effectiveness (§§ 34-243d, 34-255f, 34-255i) |
| Delaware verified 2026-08-30 | Delaware Limited Liability Company Act, 6 Del. C. chapter 18; ordinary domestic LLC member meetings, votes, proxies, and no-meeting consent. Manager rules are contrast only; excludes registered/protected series, foreign/dissolved LLCs, and substantive transaction outcomes (§§ 18-302, -402) |
LLC agreement is primary and may create/nonvote classes and set voting basis, notice, waiver, consent, record date, quorum, proxy, and other procedure; statute supplies defaults. Certificate need not state management/voting. Agreement amendment follows its method; if silent, all members for certificates filed Jan. 1, 2012+ (§ 18-302(a)-(f)) |
Agreement may use per-capita, number, financial interest, class, group, any basis, separate voting, or nonvoting classes. If silent, member management follows current profit-interest proportions and >50% controls. Full assignment ends assignor membership; assignee gets economics/no member powers unless admitted (§§ 18-302(a)-(b), 18-402, 18-702) |
No general ordinary/outside-course split. Agreement-defined thresholds control; default member-management decision is owners of >50% current profit interests. If agreement lacks amendment method, all-member amendment applies to LLCs formed Jan. 1, 2012+, while transaction-specific statutes remain separate (§§ 18-302(e)-(f), 18-402) |
Agreement may set meeting time/place/purpose notice, waiver, no-meeting consent, record date, quorum, proxy, and other voting procedure. Fallback no-meeting action needs no prior notice. Act states no general caller, notice timing/method, default quorum, adjournment, annual meeting, or fallback record date (§ 18-302(c)-(d)) |
Unless agreement differs, conference telephone/other equipment permitted if all participants can hear each other; participation counts as presence in person. No separate identity, retained-ballot, video, text-only, or concurrent-voting standard stated (§ 18-302(d)) |
Unless agreement differs, member may vote in person/proxy; proxy may be written, electronically transmitted, or otherwise lawful. Authorized-person electronic consent is written/signed. No default proxy duration, delivery, revocation, irrevocability, death/incapacity, or nonvote scope stated (§ 18-302(d)) |
Without meeting/prior notice/vote, writing, electronic transmission, or other lawful approval by at least meeting-required votes assuming all entitled members present/voting. Future time/event allowed if person is member then; electronic member/authorized-person consent is written/signed. No delivery, counterpart, collection-period, or pre-effectiveness revocation rule (§ 18-302(d)) |
No general pre/post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period stated. Member may demand agreement/certificate and other information for membership-related purpose subject to agreement restrictions; current manager/member address record required. Transaction validity/remedies remain separate (§§ 18-302(d), 18-305) |
| District of Columbia verified 2026-08-30 | D.C. Uniform Limited Liability Company Act of 2010, D.C. Code Title 29 ch. 8, governs ordinary domestic member- and manager-managed LLCs. Member consent, manager decisions, and proxy/agent action are distinct; dissolution does not end the voting section (§§ 29-801.01-.02, 29-804.07) |
Operating agreement—oral, recorded, implied, or combined—governs member/manager relations, company activities, and amendment method within § 29-801.07's limits; it displaces defaults and prevails internally over conflicting effective filings, while outsiders may rely on the filing (§§ 29-801.07, -801.09) |
Default is equal management rights and member headcount: member majority decides ordinary-course differences, not a contribution/distribution percentage. Transferable-interest transfer alone gives no management vote. Act states no general class/group voting rule in this section (§§ 29-804.07(b), 29-805.02) |
Member-managed ordinary-course difference: majority of members; outside-course act and agreement amendment: all members. Manager-managed ordinary-course difference: manager majority; all members approve listed disposition, merger/domestication/entity-transaction, other outside-course, and agreement-amendment categories (§ 29-804.07(b)-(c)) |
Act states no general member-meeting caller, notice content/timing/method, waiver, quorum, adjournment, annual-meeting, or record-date rule. Agreement/other applicable law must supply live-meeting procedure; Act-required member consent may occur without a meeting (§§ 29-801.07(a)-(b), 29-804.07(d)) |
Act states no general telephone, video, communications-equipment, remote-presence, identity, or retained-ballot rule for LLC member meetings. Agreement and other applicable law must supply any remote procedure (§ 29-801.07(a)-(b)) |
Member may appoint proxy or other agent to consent or otherwise act through an appointing record signed personally or by the member's agent; Title 29 allows tangible or electronic record/signature form. Act states no general delivery, duration, revocation, death/incapacity, or irrevocability rule (§§ 29-101.02(42), (45), 29-804.07(d)) |
Any Chapter 8 action requiring member consent may be taken without a meeting at its governing threshold; section states no consent writing/signature requirement. Signed proxy appointment may be electronic. No general counterpart, delivery, collection-period, future-time/event, or pre-effectiveness-revocation rule (§§ 29-101.02(42), (45), 29-804.07(d)) |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period. Manager-managed LLC must give each member known material information before consent is given/withheld; other information rights also apply. Validity, duties, remedies, and substantive transactions remain separate (§ 29-804.10) |
| Florida verified 2026-08-30 | Florida Revised Limited Liability Company Act, ch. 605; ordinary domestic LLC member voting, meetings, proxies/agents, and no-meeting action. Member-managed and manager-managed rules differ; excludes protected-series, professional/foreign/dissolved LLCs and transaction outcomes (§§ 605.0102, 605.0407, 605.04073) |
Operating agreement governs internal relations and procedure; chapter fills gaps. It cannot vary Florida governing law, protected third-party rights, or a member's statutory right to approve a merger/exchange/conversion. Agreement prevails internally over conflicting filed record; articles choose manager management. Unanimity is the default for amending articles/agreement (§§ 605.0105, 605.0107, 605.0407, 605.04073) |
Default vote is proportional to each member's then-current percentage or other interest in profits; majority-in-interest means members holding >50% of all members' then-current profit interests. A transferor who transferred economics to a nonmember but remains a member votes reserved matters as if the transfer had not occurred (§§ 605.0102(37), 605.04073(1)(b), (2)(c), (3)) |
Member-managed: majority-in-interest for acts inside or outside ordinary course unless chapter provides otherwise. Manager-managed: managers decide ordinary matters; member majority-in-interest approves outside-course acts. All members approve articles/agreement amendments by default; substantive transaction statutes remain separate (§ 605.04073(1)-(2)) |
Chapter 605 supplies no general caller, advance-notice, quorum, adjournment, or record-date default for member meetings; operating agreement fills those gaps. When chapter/articles/agreement require notice, a signed written waiver before or after notice time is equivalent to notice (§§ 605.0105, 605.0119) |
Conference telephone or other communications equipment allowed if all participants can hear each other; participation counts as presence in person. Chapter states no separate remote-voter identification or retained-vote-record condition (§ 605.04073(6)) |
Member may appoint proxy or other agent to vote or consent by personally signing an appointing record or having the member's agent sign it. Electronic signature can qualify; chapter states no default duration, revocation, or irrevocability rule (§§ 605.0102(59), (62), 605.04073(4)) |
No-meeting action requires approval in a record by members holding at least the votes needed at a meeting. A record may be electronic/retrievable; chapter states no general counterpart, collection-period, revocation-before-effectiveness, or future-time/event rule (§§ 605.0102(59), 605.04073(4)) |
After fewer-than-all-member no-meeting action, notice within 10 days goes to members who did not consent in writing or were not entitled to vote. Before a manager-managed member consent, company must provide known material information. Chapter states no special consent-retention rule; procedure does not establish transaction validity (§§ 605.04073(4), 605.0410(3)(d)) |
| Georgia verified 2026-08-30 | Georgia Limited Liability Company Act, O.C.G.A. ch. 14-11; ordinary domestic LLC member voting, meetings, and no-meeting consent. Member-managed unless articles/written agreement choose managers; manager mechanics only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 14-11-101, -304, -308 to -311) |
Articles or written operating agreement may vary management, voting, meeting, notice, and consent defaults; articles prevail over conflicting agreement. Oral agreement is recognized generally, but these variations expressly require articles/written agreement. Georgia favors freedom of contract; other law/equity supplements the Act (§§ 14-11-101(18), -304, -308 to -311, -1107(b), (l)) |
Default is one vote per member and majority of all members, not profit/contribution/percentage interest. Articles/written agreement may set another measure or class rule. Meeting quorum and present-member vote do not displace a higher Chapter 11 or governing-document threshold (§§ 14-11-308(a), -310(b)(4)-(5)) |
General company matter: affirmative majority of all members. Unanimous by default: dissolution, merger, substantially-all-assets transfer, new-member admission, articles/written-agreement amendment, contribution reduction/elimination, distribution approval, and company continuation. Statutory ≤2/3 value-and-revenue safe harbor is not substantially all; substantive transaction law remains separate (§ 14-11-308) |
At least 25% of members may call; caller gives ≥2 days' notice. Notice generally written unless oral is reasonable; person/telephone/electronic/wireless/mail/carrier routes and detailed effectiveness rules. Majority-member quorum; majority present acts subject to higher rules. No general waiver/adjournment/member-meeting record-date rule; first consent signature is no-meeting record date (§§ 14-11-309(2), -310(b), -311) |
Members may participate or conduct meeting through any communications means allowing all participants to hear one another simultaneously; participation is presence in person. Articles/written agreement may vary; no separate remote-voter identification or retained-vote rule (§ 14-11-310(b)(3)) |
Chapter 11 states no general statutory member-proxy appointment, form, duration, revocation, death/incapacity, or irrevocability rule. Articles/written operating agreement may provide internal proxy procedure under broad management and contract authority (§§ 14-11-304, -1107(b), (l)) |
Default no-meeting action is unanimous; articles/written agreement may permit meeting-equivalent minimum. One or more written consents describe action, are signed by eligible voters, and delivered to LLC records; first signature sets default record date. Consent equals meeting vote. No express electronic, future-time/event, collection-period, or revocation rule (§ 14-11-309(1)-(3)) |
After authorized less-than-unanimous no-meeting action, written notice within 10 days to every eligible nonparticipant; omission does not invalidate action. Consents delivered for inclusion in LLC records. No general notice to nonvoting members. Procedure does not decide duties, remedies, or substantive transaction validity (§ 14-11-309(1), (4)) |
| Hawaii verified 2026-08-30 | Hawaii Uniform Limited Liability Company Act, HRS chapter 428; ordinary domestic LLC member/manager decisions, no-meeting action, written action in lieu, and proxies. Manager-management designation belongs in articles; excludes foreign/dissolved LLCs and substantive transaction outcomes (§§ 428-101, -203, -404) |
All members may make agreement; chapter fills silence, subject to § 428-103(b) floors. Articles must state manager management/name initial managers and may carry agreement terms. Agreement controls insiders over conflicting articles; articles control outsiders detrimentally relying (§§ 428-103, -203) |
Default is per-capita: each member has equal management rights and general company business uses member headcount majority. Agreement may vary. Transferee gets distributions only/no member rights; full distributional-interest transfer ends transferor membership except security or unforeclosed charging-order routes. No general class/group formula (§§ 428-404(a), -502) |
Member-managed general business: member majority; manager-managed business: sole manager or manager majority. All members consent to exactly twelve listed matters, including agreement/articles amendment, specified loyalty authorization, contribution compromises, interim distributions, admission, dissolution/winding-up waiver, merger, and substantially-all-property disposition (§ 428-404(a)-(c)) |
Consent-required action may occur with/without meeting. If meeting otherwise required and written substitute allowed, action needs one/more records describing action signed by all entitled voters. Act states no general caller, notice, waiver, quorum, adjournment, or record-date default; agreement supplies procedure (§§ 428-103(a), -404(d)) |
No Chapter 428 telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Agreement and other applicable law must be checked; no-meeting action and remote attendance are distinct (§§ 428-103(a), -404(d)) |
Member/manager may appoint proxy to vote/otherwise act by personally or attorney-in-fact signing instrument. Default 11 months unless instrument differs; revocable unless conspicuously irrevocable and coupled with interest, then revoked when interest ends. Signed record may be tangible/electronic; no death/incapacity or delivery rule (§§ 428-101, -404(e)) |
Consent-required action may occur without meeting at underlying threshold. Written action replacing otherwise-required meeting: one/more consent records describing action, signed by all entitled voters. Multiple records permitted; no delivery, collection period, future-time/event, or pre-effectiveness revocation default stated (§ 428-404(d)) |
No general post-action nonconsenter/nonvoter notice or vote/proxy/consent retention period. LLC furnishes information reasonably required for member rights/duties and allows records access; agreement cannot unreasonably restrict it. Written meeting substitute is unanimous among entitled voters. Transaction validity/remedies separate (§§ 428-103(b)(1), -408) |
| Idaho verified 2026-08-30 | Idaho Code Title 30, chapter 25; ordinary domestic LLC member voting, no-meeting action, and proxy/agent appointments. Manager decisions appear only as contrast; excludes professional/foreign/dissolved LLCs and substantive transaction outcomes (§§ 30-25-102, -407) |
Agreement governs member relations, manager rights/duties, activities/affairs, and amendment conditions; chapter fills silence, subject to § 30-25-105 floors. Agreement may be oral, implied, recorded, or combined. Conflicting effective filing controls only for outsiders reasonably relying; agreement controls internally (§§ 30-25-102(9), -105, -107(d)) |
Default is per-capita: every member has equal management rights; ordinary-course difference uses member headcount majority. Agreement may vary. Economic transfer alone gives transferee no management participation, while transferor generally retains other member rights. No general class/group formula (§§ 30-25-407(b), -502(a), (g)) |
Member-managed ordinary-course difference: member majority; outside-course act and agreement amendment: affirmative vote/consent of all members. Manager-managed company matters: sole manager or manager majority; all members vote/consent to outside-course act and agreement amendment (§ 30-25-407(b)-(c)) |
Required member vote/consent may occur without meeting. Chapter states no general member-meeting caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default; agreement must supply procedure. Manager-removal no-notice rule is office-specific (§§ 30-25-105(a)-(b), -407(c)(4), (d)) |
No Chapter 25 telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Agreement and other applicable law must be checked; no-meeting action and remote attendance are distinct (§§ 30-25-105, -407(d)) |
Member may appoint proxy/agent to vote, consent, or otherwise act by personally or agent-signing an appointing record. Record may be tangible/electronic and signature may be tangible/electronic. No default duration, delivery, revocation, irrevocability, death/incapacity, or meeting-only limit (§§ 30-21-102(44), (47), 30-25-407(d)) |
Any action requiring member vote/consent may occur without meeting at its underlying majority/all-member threshold. Member's own consent has no general writing/signature/delivery/counterpart/collection-period requirement stated; signed-record rule applies to proxy appointment. No future-time/event or pre-effectiveness revocation default (§ 30-25-407(b)-(d)) |
No general post-action nonconsenter/nonvoter notice or vote/proxy/consent retention period. Member-managed company furnishes known material rights information; manager-managed company must give all known material information before a member vote/consent. Reasonable inspection rules apply. Transaction validity/remedies remain separate (§§ 30-25-105(c)(8), -410) |
| Illinois verified 2026-08-30 | Illinois Limited Liability Company Act, 805 ILCS 180/15-1 and 15-5; ordinary domestic LLC member votes, proxies, and no-meeting action. Member-managed unless agreement chooses manager management; manager action only as contrast. Excludes low-profit/professional/foreign/dissolved LLCs and transaction outcomes (§§ 15-1, 15-5) |
Operating agreement regulates company affairs and member/manager relations; Act fills gaps and agreement may modify most internal defaults, subject to statutory floors and outsider rights. All members amend agreement or articles by default; articles do not establish a separate ordinary vote measure (§§ 15-1(d), 15-5(a)-(e)) |
Each member has equal management rights; ordinary default is majority of members by headcount, not contribution/profit/distribution/percentage interest. Act states no separate default class/group denominator; operating agreement may modify internal voting rules within statutory limits (§§ 15-1(b), 15-5) |
Any company matter: majority of members unless § 15-1(d) applies. All members: agreement/articles amendment, contribution compromises, interest redemption, new-member admission, charging-order redemption, dissolution, conversion/merger/domestication, and substantially-all-property disposition. Substantive transaction law remains separate (§ 15-1(b)-(d)) |
Section 15-1 permits no-meeting action but supplies no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. Operating agreement governs those internal mechanics under § 15-5 (§§ 15-1(e), 15-5(a)) |
Sections 15-1 and 15-5 state no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule. Operating agreement and other applicable law must supply any remote procedure (§§ 15-1, 15-5) |
Member may appoint proxy to vote or otherwise act by signing an appointment instrument personally or through attorney-in-fact. Act states no general proxy duration, revocation, death/incapacity, or irrevocability rule (§ 15-1(f)) |
Action requiring member consent may occur without a meeting at the applicable majority/all-member threshold. Section 15-1(e) states no separate writing/signature requirement for members' own consent, delivery, collection period, counterpart, electronic, revocation, or future-time/event rule (§ 15-1(b)-(e)) |
Section 15-1 states no general post-action notice to nonconsenting/nonvoting members, consent-retention period, or meeting-enforcement procedure. Agreement may supply procedure; information rights, entity-transaction approval, duties, remedies, and action validity remain separate (§§ 15-1, 15-5) |
| Indiana verified 2026-08-30 | Indiana Business Flexibility Act, IC 23-18; ordinary domestic LLC member voting, approval, consent, classes, and agreement procedure. Member-managed unless articles provide managers; manager mechanics only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (IC 23-18-1, 23-18-4) |
Written/oral agreement may regulate any LLC affair/member-manager relation; many variations require written agreement. Written agreement may alter management, votes/classes, duties, third-person approvals, and amendment method. Initial agreement unanimous; oral amendment unanimous; written amendment written and unanimous unless agreement already provides another method (IC 23-18-1-16; 23-18-4-1 to -6) |
Majority-in-interest means members who contributed >50% of recorded agreed value of all received contributions not returned. Not headcount, profit, or raw ownership. Operating agreement may create current/future member classes/groups with different voting rights and seniority (IC 23-18-1-13; 23-18-4-5(4)) |
Any member-managed company matter: majority-in-interest unless written agreement/article changes it. All members approve agreement amendment and an agreement-contrary act unless written agreement provides otherwise. Other action-specific admission, merger, dissolution, or transaction provisions may set separate thresholds (§ 23-18-4-3) |
Chapter 4 recognizes vote/approval/consent but supplies no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. Operating agreement and other applicable law must supply meeting procedure (IC 23-18-4-3 to -6) |
Chapter 4 states no conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member action. Operating agreement and other applicable law must supply any remote procedure |
Chapter 4 states no general statutory member-proxy or voting-agent appointment, form, duration, revocation, death/incapacity, or irrevocability rule. Its attorney-in-fact provision concerns signing articles/agreements/amendments, not a general member vote (§ 23-18-4-6(e)) |
Act permits decisions by affirmative vote, approval, or consent at applicable threshold but states no general no-meeting route or member-consent signature, writing/record/electronic form, delivery, record date, collection period, counterpart, revocation, or future-time/event rule. Agreement may supply mechanics (§§ 23-18-4-3, -5) |
No general post-action notice to nonconsenting/nonvoting members or consent-retention rule. Narrow amendment rule: copy of any written agreement amendment to every nonconsenting member and unadmitted assignee. Procedure does not establish substantive validity or remedies (§ 23-18-4-6(d)) |
| Iowa verified 2026-08-30 | Iowa Uniform Limited Liability Company Act, Iowa Code ch. 489; ordinary domestic LLC member voting, no-meeting action, proxy/agent appointment, and pre-decision information. Member-managed default; manager decisions only as contrast. Excludes professional/protected-series/foreign/dissolved LLCs and transaction outcomes (§§ 489.101-.102, .105, .407, .410) |
Operating agreement governs member/company relations, manager rights/duties, activities/affairs, and amendment; Act fills gaps. Agreement may vary voting/meeting/consent procedure subject to filing, duty, good-faith, liability, information, dissolution, court-access, transaction-approval, and nonparty floors; agreement prevails internally over conflicting filed record (§§ 489.105, .107, .407) |
Member-managed members have equal management rights; ordinary difference uses majority of members—headcount, not economic percentage. Manager-managed ordinary decision uses manager/manager majority. No statutory class/group/economic-weight default; agreement may vary (§ 489.407(1)-(3)) |
Member-managed ordinary difference: member majority. All members for substantially-all-property disposition outside ordinary course, other outside-course act, merger/exchange/conversion/domestication, and agreement amendment. Manager-managed ordinary matter: manager/manager majority; all members retain same listed reserved approvals (§ 489.407(2)-(3)) |
Required member action may occur without meeting. Act states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule; agreement and other applicable law control (§§ 489.105, .407(4)) |
Act states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting action and electronic appointing records do not establish remote attendance (§§ 489.102(24), (27), .407(4)) |
Member may appoint proxy/other agent to vote, consent, or otherwise act by signing appointing record personally or through member's agent. 'Record' includes electronic storage; 'sign' includes electronic symbol/sound/process. No default duration, revocation, death/incapacity, irrevocability, delivery, or scope limit (§§ 489.102(24), (27), .407(4)) |
Any required member vote/consent may occur without meeting at majority or unanimous threshold. Section states no consent writing/signature, delivery, collection period, counterpart, revocation, or future-time/event mechanism; electronic signature definition applies to signed proxy/agent record, not an unstated consent form (§§ 489.102, .407(2)-(4)) |
Before member vote/consent, LLC must provide without demand all known information material to decision. No general post-action notice to nonconsenting/nonvoting members or vote/consent retention period stated. Information enforcement, duties, remedies, and transaction validity remain separate (§§ 489.105(3)(h), .407, .410(2)(d)) |
| Kansas verified 2026-08-30 | K.S.A. §§ 17-7687 and 17-7693 govern ordinary domestic LLC member voting, meetings, remote presence, proxies, and no-meeting approval. Member management is the default; agreement-created manager management only as contrast. Excludes professional/series/foreign/dissolved LLCs and transaction outcomes (§§ 17-7687, -7693) |
Operating agreement may create classes/groups, remove voting rights, choose any voting basis, and set notice, waiver, record date, quorum, proxy, and consent procedure; statutory meeting/consent rules apply unless it provides otherwise. Maximum contract freedom remains subject to implied-covenant and bad-faith-liability floors (§§ 17-7687, 17-76,134) |
Default management vote is weighted by each member's current percentage/other interest in profits; members owning >50% control, and every profit-interest holder may vote unless agreement/Act says otherwise. Agreement may use per-capita, number, financial-interest, class, group, or any other basis and may create nonvoting classes (§§ 17-7687(a)-(b), (e), 17-7693) |
General member-management decision: >50% of current profit interests unless agreement/Act varies. No general ordinary-/outside-course split stated. If agreement supplies no amendment method, unanimity applies only to LLCs whose original articles were filed on/after July 1, 2014; transaction-specific approval statutes remain separate (§§ 17-7687(f)-(g), 17-7693) |
Agreement may set meeting time/place/purpose notice, waiver, record date, quorum, in-person/proxy voting, and other voting procedure. Act states no general caller, notice timing/method, default quorum, adjournment, annual-meeting, or fallback record-date rule. No-meeting action needs no prior notice (§ 17-7687(c)-(d)) |
Unless agreement provides otherwise, conference telephone/other equipment is permitted if all participants can hear one another; participation counts as presence in person. Section states no separate identity, retained-ballot, or text-only standard (§ 17-7687(d)) |
Unless agreement provides otherwise, member may vote in person or by proxy; proxy may be granted in writing, electronically, or as otherwise permitted by law. Authorized person may transmit member's electronic consent. No default duration, revocation, death/incapacity, irrevocability, delivery, or broader nonvote scope stated (§ 17-7687(d)) |
No meeting/prior notice/vote; writing, electronic transmission, or other lawful means by at least meeting-required votes, assuming all entitled members present/voting. Future time/event permitted if person is then member; electronic member/authorized-person consent deemed written/signed. No express delivery, collection period, counterpart, or pre-effectiveness revocation rule (§ 17-7687(d)) |
No general post-action notice to nonconsenting/nonvoting members or vote/consent retention period stated. LLC may keep books/records electronically and must keep current member/manager address record, but § 17-7690 does not prescribe consent retention. Inspection, remedies, and substantive transaction validity remain separate (§§ 17-7690(d), (h), 17-76,134(h)) |
| Kentucky verified 2026-08-30 | Kentucky Limited Liability Company Act, KRS ch. 275; ordinary domestic LLC member voting, agreement-created meeting/proxy procedure, and no-meeting written action. Articles choose member or manager management; manager decisions appear only as contrast. Excludes nonprofit/professional/foreign/dissolved LLCs and transaction outcomes (KRS 275.015, .165, .175) |
Articles choose management form. Articles/written operating agreement may change voting power, thresholds, meeting notice/waiver, no-meeting consent, record date, quorum, and proxy procedure; ch. 275 fills gaps. Oral agreement is recognized generally, but § 275.175 variations and procedures require writing (KRS 275.015(21), .165, .175(1)-(7)) |
Members vote proportional to agreed contribution value stated in LLC records, to extent received and not returned; majority-in-interest decides. Articles/written agreement may vary and create group/class rights. Managers each have one vote and decide by simple majority unless documents/chapter differ (KRS 275.015(15), 275.175(1), (3), (6)) |
Company matter: majority-in-interest of members or simple manager majority, depending governing actor. Member approval retained for agreement/articles amendments, agreement-contravening acts, merger/conversion/substantially-all-assets sale, admission/removal/contribution waiver/dissolution/member resignation categories; threshold defaults through § 275.175(1), subject to written agreement/chapter (§ 275.175(1)-(2)) |
Operating agreement may set meeting notice time/place/purpose, waiver, record date, quorum, and voting requirements. Chapter 275 states no general member-meeting caller, default notice period/method/content, waiver, quorum, adjournment, annual meeting, location, or record date. No-meeting action needs no prior notice (§ 275.175(6)-(7)) |
Chapter 275 states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for a member meeting. Written action without meeting does not establish remote attendance (§ 275.175(6)-(7)) |
Operating agreement may create voting in person or by proxy and set procedure. Chapter 275 states no standalone default member proxy authority, appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, delivery, or scope rule (§ 275.175(6)) |
Unless written agreement differs: no meeting or prior notice; vote/approval/consent set forth in writing approved by at least necessary number, percentage, or threshold of members/interests/votes. Section states no signature, delivery, electronic form, collection period, counterpart, revocation, or future-time/event mechanism (§ 275.175(7)) |
No general post-action notice to nonconsenting/nonvoting members stated. Required-records list includes member/manager lists, formation filings, 3 years of tax/financial records, agreements, contribution/dissolution writings—but no general vote/consent retention period. Inspection, duties, remedies, and transaction validity remain separate (KRS 275.175, .185) |
| Louisiana verified 2026-08-30 | Louisiana Limited Liability Company Law, La. R.S. 12:1301 et seq.; ordinary domestic LLC member voting and proxy procedure. Member management is default; articles may choose managers, with member election/removal and reserved approvals retained. Manager voting only as contrast; excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 12:1311-1313, 12:1316, 12:1318) |
Articles choose manager management and, with written operating agreement, may vary member voting rights/thresholds and management rights. Articles/agreement may vary manager election/removal and manager voting. Member-management restrictions/enlargements and § 12:1318 voting changes require written agreement (§§ 12:1311-1313, 12:1316, 12:1318(A)-(D)) |
Default one vote per member; member majority decides. Articles/written agreement may provide other member voting rights. Manager election/vacancy: member plurality; removal: member majority. Multiple managers each have one vote and decide by manager majority; no manager proxy by default (§§ 12:1313, 12:1316, 12:1318(A), (D)) |
All member decisions: member majority unless articles/written agreement differ. Same majority expressly approves dissolution/winding up, substantially-all-assets transfer, merger/consolidation, outside-course debt, immovable alienation/lease/encumbrance, and articles/agreement amendment—even in manager management. Interested transaction uses majority excluding interested member (§ 12:1318(A)-(C)) |
Manager removal must occur at meeting called expressly for removal. LLC Law states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record date; interested members count for quorum only in § 12:1318(C)'s conflict transaction. Governing documents/other law control (§§ 12:1313(2), 12:1318(C)) |
LLC Law states no conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. Electronic proxy authorization does not make a member remotely present (§ 12:1318(E)) |
Member proxy: written authorization, signed and filed at registered office by/before meeting; electronic transmission permitted with authorization-identifying information; complete copy/facsimile/reproduction usable. Revocable at will unless validly otherwise; 11-month default, definite alternative but 3-year maximum. Revocation by written office notice or later proxy filed by/before meeting; death ineffective unless prior written office notice (§ 12:1318(E)) |
LLC Law states no general member action-without-meeting route or written/electronic consent, delivery, collection period, counterpart, revocation, or future-time/event mechanism. Section 12:1318's electronic transmission and reproduction rules govern proxy authorization for meeting voting, not no-meeting member consent (§ 12:1318(A)-(E)) |
No general post-action notice to nonconsenting/nonvoting members or member vote/consent retention period stated. Facial proxy presumed valid unless challenged before vote; challenger bears invalidity. Governing documents, duties, remedies, and substantive transaction validity remain separate (§ 12:1318(C)-(E)) |
| Maine verified 2026-08-30 | Maine Limited Liability Company Act, Title 31, chapter 21; ordinary domestic LLC member direction, votes, no-meeting consent, and proxy/agent appointments. Manager delegation is agreement-created and stated only as needed; excludes foreign/dissolved LLCs and substantive transaction outcomes (§§ 1501-1502, 1521, 1556) |
LLC agreement must exist, may be written/oral/implied, and governs member-company relations; chapter fills its silence subject to mandatory limits. Certificate is minimal and does not elect management or meeting/proxy procedure; agreement may exist before/at/after filing (§§ 1502(14)-(15), 1521-1522, 1531) |
Default 'majority' means members owning >50% of all current profit interests, or of each class/group as appropriate; agreement may vary. Transferable-interest buyer gets distributions but no management/information rights; transferor generally retains other member rights/duties (§§ 1502(17), 1572) |
Ordinary-course matter: profit-interest majority. All members consent to merger/conversion, agreement amendment, any other outside-course act, and any other chapter-required unanimous matter. Act does not separately classify agreement-created manager decisions (§ 1556(1)-(3)) |
Any consent-required member matter may be decided without meeting. Act states no general member-meeting caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default; LLC agreement must supply procedure (§§ 1521, 1556(4)) |
No Chapter 21 telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Agreement and other applicable law must be checked; no-meeting consent and remote attendance are distinct (§§ 1521, 1556(4)) |
Member may appoint proxy/agent to consent or otherwise act by personally or agent-signing appointing record; record/sign definitions allow tangible/electronic form and signature. No default duration, delivery, revocation, irrevocability, death/incapacity, or meeting-only scope (§§ 1502(22), (24), 1556(4)) |
Consent-required matter may occur without meeting at underlying majority/all-member threshold. Member's own consent has no general writing/signature/delivery/counterpart/collection-period rule stated; signed-record rule applies to proxy/agent appointment. No future-time/event or pre-effectiveness revocation default (§ 1556(2)-(4)) |
No general post-action nonconsenter/nonvoter notice or vote/proxy/consent retention period. Member may inspect a maintained material record after 10 days' record notice; transferee lacks access and reasonable confidentiality restrictions apply. Transaction validity/remedies remain separate (§§ 1558, 1572) |
| Maryland verified 2026-08-30 | Maryland Limited Liability Company Act, Corps. & Ass'ns Title 4A; ordinary domestic LLC member voting, meetings, remote participation, and consent. Agreement-created nonmember management may displace member control; excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 4A-101, -402 to -404) |
Articles, operating agreement, or unanimous consent may alter an 'unless otherwise agreed' default. Agreement cannot conflict with articles and may set meeting notice/waiver, consent, record date, quorum, proxy, class, and other voting procedure. Title-required unanimity uses writing, although agreement may reduce/eliminate member consent or require nonmember consent (§§ 4A-101(x), -402, -404) |
Default vote is proportional to each member's profit interest; profit allocations default to relative capital-contribution values. Agreement may establish class voting rights and another measure. No per-capita default (§§ 4A-402(a)(8), -403(b), -503) |
Company-affairs decisions: ≥majority of profit interests. Default ≥2/3 for substantially-all-property disposition, merger, or conversion; unanimity for voluntary bankruptcy, creditor assignment, changing profit/loss or distribution allocation, and acts making ordinary business impossible. These defaults are otherwise-agreed rules (§§ 4A-403 to -404) |
Members with ≥25% of profit interests may call by written request. Title 4A states no default meeting notice content/method/timing, waiver, quorum, adjournment, or record date; agreement may establish each listed procedure (§§ 4A-402(a)(8), -403(c)) |
Conference telephone, other communications equipment, or remote communication allowed if every participant can hear or read proceedings substantially concurrently and can participate and vote; participation then counts as presence in person (§ 4A-403(c)(2)) |
Agreement may establish voting in person or by proxy. Title 4A states no separate default proxy appointment, signature/electronic form, duration, revocation, irrevocability, death/incapacity, or consent-by-proxy rule (§ 4A-402(a)(8)) |
Agreement may establish action by consent without meeting. When Title 4A itself requires unanimity, consent must be written; agreement may replace that threshold or require nonmember consent. No general meeting-equivalent nonunanimous route, electronic-signature, delivery, collection-period, counterpart, revocation, or future-time/event mechanism is stated (§§ 4A-402(a)(8), -404) |
No general post-action nonsigner/nonvoter notice or consent-retention rule stated. Written agreement amendment must be delivered to each nonconsenting member and nonmember assignee. Court may enforce agreement by injunction or fair relief, with dissolution only when § 4A-903 applies; procedure does not establish transaction validity (§§ 4A-402(c)-(d), -406) |
| Massachusetts verified 2026-08-30 | Massachusetts Limited Liability Company Act, G.L. c.156C; ordinary domestic LLC member voting, meetings, proxy, and consent procedure. Member-managed unless agreement places management wholly/partly with managers; manager mechanics only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 21, 24) |
Written/oral operating agreement controls management and may create classes/groups, grant/withhold votes, permit action without any member/class vote, choose vote basis, and define meeting/proxy/consent procedure. Chapter fills the § 21(d) vote gap; agreement cannot conflict with Massachusetts law (§§ 21, 24) |
If agreement has no member-voting rule, members owning >50% of received-and-unreturned contributions control. Agreement may use per-capita, number, financial interest, class, group, or any other basis; create future senior classes/groups; allow separate/combined voting; or withhold votes (§ 21(a)-(d)) |
General member decision when agreement is silent: >50% of unreturned contributions. Chapter 156C § 21 states no separate ordinary/outside-course or universal unanimous category; other operative sections and agreement may set action-specific thresholds. Manager-management delegates control as agreement provides; substantive transaction law remains separate (§§ 21(d), 24) |
Chapter states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date default. An agreement granting member votes may provide time/place/purpose notice, waiver, no-meeting consent, record date, quorum, proxy, and other voting procedure (§ 21(c)) |
Chapter states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for members. Operating agreement and other applicable law must supply any remote procedure (§ 21(c)) |
Agreement may provide voting in person or by proxy. Chapter states no independent default member-proxy authorization, required appointment form/signature, electronic method, duration, revocation, death/incapacity, or irrevocability rule (§ 21(c)) |
Agreement may provide action by consent without a meeting and set mechanics. Chapter states no default member-consent signature, writing/record/electronic form, delivery, record date, collection period, counterpart, revocation, or future-time/event rule. Applicable § 21(d) or agreement threshold controls (§ 21(c)-(d)) |
Chapter states no general post-action notice to nonconsenting/nonvoting members, consent-retention period, or meeting-enforcement process in § 21. Agreement and action-specific law may supply procedure; information rights, duties, remedies, and substantive approval/validity remain separate (§§ 21, 24) |
| Michigan verified 2026-08-30 | Michigan Limited Liability Company Act, MCL 450.4101-.5200; ordinary domestic LLC member voting/approval/consent. Member-managed unless articles choose managers; members treated as managers in default structure. Excludes learned-profession/low-profit/foreign/dissolved LLCs and transaction outcomes (§§ 450.4102, .4401, .4502) |
Written operating agreement may allocate member votes and add rights; its terms include articles provisions. Articles control any agreement conflict and alone elect statutory manager management. Act/articles/agreement may require greater vote; agreement cannot displace articles priority (§§ 450.4102(r), 450.4214, 450.4401, 450.4502(1), (7)-(8)) |
Agreement controls allocation and may give members/groups limited or no vote. Otherwise post-July-1-1997 default is one vote per member; jointly held membership interest counts as one member. Pre-July-1-1997 LLC retaining old rule votes by distribution shares until agreement changes it. Joint-holder mechanics follow instrument/order, agreement, sole voter, or holder majority (§ 450.4502(1)-(3)) |
Matter submitted to members: majority in interest unless greater vote applies. Only members authorize dissolution, merger, articles amendment, and conversion; entitled members authorize outside-course substantially-all-assets transfer. Agreement/articles/Act may require greater threshold; substantive transaction law remains separate (§ 450.4502(4), (6), (8)) |
Act states no general member-meeting caller, notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. Narrow exception: for-cause manager removal only at meeting expressly called for that purpose, with reasonable advance allegation notice and opportunity to be heard. Governing documents supply other meeting procedure (§§ 450.4403(3), 450.4502) |
Current complete LLC Act states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for members. Articles/operating agreement and other applicable law must supply remote procedure |
Current complete LLC Act states no general statutory member-proxy or voting-agent appointment, form, duration, revocation, death/incapacity, or irrevocability rule. Articles/agreement and other applicable agency law must supply proxy authority |
Statutory 'vote' includes affirmative vote, approval, or consent, but Act states no general no-meeting route or member-consent signature, writing, electronic, delivery, record-date, collection-period, counterpart, revocation, or future-time/event rule. Governing documents control mechanics (§§ 450.4102(h), (v), 450.4502) |
Act states no general post-consent notice to nonconsenting/nonvoting members, consent-retention period, or enforcement mechanism. Agreement/articles set internal procedure; member information, duties, remedies, and substantive approval/validity remain separate (§§ 450.4214, 450.4502) |
| Minnesota verified 2026-08-30 | Minnesota Revised Uniform Limited Liability Company Act, ch. 322C; ordinary domestic LLC member meetings, voting, consent, and proxies. Member-managed, manager-managed, and board-managed branches differ; manager/governor procedure appears only to keep member rules distinct. Excludes nonprofit/foreign/dissolved LLCs and transaction outcomes (§§ 322C.0110, .0407) |
Operating agreement governs member/company relations, manager/governor rights and duties, company activities, and amendment; ch. 322C fills gaps. Agreement may vary meeting/vote/consent defaults subject to § 322C.0110's mandatory limits and protected nonmember rights (§§ 322C.0110, .0407) |
Member-managed: equal management rights and ordinary headcount majority. Manager-managed: member headcount majority chooses/removes manager; all members decide listed reserved matters. Board-managed member voting follows pre-dissolution distribution interests; majority voting power is member-meeting quorum. No general class/group default (§ 322C.0407, subds. 2-5) |
Member-managed ordinary-course difference: member majority; outside-course act/agreement amendment: all members. Manager-managed ordinary course: manager majority; all members for substantially-all-property disposition, merger/conversion/domestication, other outside-course act, and agreement amendment. Board-managed listed major actions also use all members (§ 322C.0407, subds. 2-4) |
Any member may demand meeting on ≥20 days' notice to every member in a record stating date/time; meeting at Minnesota principal place of business, otherwise registered office. No general member adjournment or record-date rule. Board-managed governor-election meeting adds oral/record/attendance waiver and majority-of-voting-power member quorum (§ 322C.0407, subds. 4-5) |
No general remote-participation or presence rule for a member meeting. Board-managed governor meetings may use remote communication with interactive participation and treat it as presence, but that rule governs governors—not member attendance (§ 322C.0407, subd. 4(11)-(12)) |
Member may appoint proxy/other agent to consent or otherwise act by signing an appointing record personally or through the member's agent. Section states no default duration, revocation, death/incapacity, irrevocability, or narrower meeting-only limit (§ 322C.0407, subd. 5) |
Meeting-equivalent minimum: written consent from members holding voting power needed at duly called meeting with all members present. Section states no signature requirement for consent itself, delivery method/recipient, collection period, electronic form, counterpart, revocation, or future-time/event mechanism; proxy appointment separately requires signed record (§ 322C.0407, subd. 5) |
No general post-action notice to nonconsenting/nonvoting members or consent-retention period stated for member written action. Board-managed nonunanimous governor action has immediate governor notice, not member notice. Agreement/information rights, duties, remedies, and substantive transaction validity remain separate (§§ 322C.0110, .0407, subds. 4-5) |
| Mississippi verified 2026-08-30 | Revised Mississippi Limited Liability Company Act, Miss. Code § 79-29-101 et seq.; ordinary domestic LLC member voting, signed no-meeting consent, and nonsigner notice. Manager management and manager voting only as contrast; excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 79-29-101, -105, -123, -309, -401) |
Certificate/operating agreement governs company affairs/business, member/manager rights/powers/duties, and amendment; Chapter 29 fills gaps. May vary most defaults subject to filing, good-faith, information, writing, liability, court, winding-up, action, and other floors. Initial agreement requires all members; certificate controls inconsistent agreement (§ 79-29-123) |
Default vote follows each member's current percentage in LLC profits; members owning >50% control. Certificate/agreement may require more or create another basis/classes. Manager-managed ordinary decisions follow document delegation; manager election/removal/vacancy use same member vote by default (§§ 79-29-309, -401) |
General member vote/consent: >50% of current profit percentages unless another Chapter 29 section expressly requires more or certificate/agreement varies. Manager-managed responsibilities are document-delegated; member threshold still controls manager election/removal/vacancy. Transaction-specific admission, merger, dissolution, amendment, distribution, and other statutes may impose different approvals (§§ 79-29-123, -309, -401) |
Certificate/agreement supplies live-meeting call, notice, waiver, quorum, adjournment, location, and record-date mechanics; Chapter 29 states no general defaults. No-meeting written action needs no prior notice. Chapter notice may be written/electronic or otherwise communicated under § 79-29-107 (§§ 79-29-107, -123, -309) |
Chapter 29 states no general conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. Electronic notice and written no-meeting consent do not establish remote attendance (§§ 79-29-107, -309) |
Certificate/agreement may create proxy procedure under broad internal-governance authority. Chapter 29 states no standalone default member proxy right, appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, delivery, or meeting/consent scope (§§ 79-29-123, -309) |
No meeting/prior notice; consent(s) in writing state action, are signed by members owning at least meeting-required interest. Section states no delivery recipient/method, collection period, counterpart rule beyond plural consents, revocation, or future-time/event mechanism. Electronic-signature definition includes electronic signature, but consent record mechanics remain unstated (§§ 79-29-105(y), -309) |
If written consent is not unanimous, nonsigners receive notice of executed consent within 20 days after execution; § 79-29-107 governs notice forms/effectiveness. No general vote/consent retention period stated. Inspection, duties, remedies, and substantive transaction validity remain separate (§§ 79-29-107, -115, -309) |
| Missouri verified 2026-08-30 | Missouri Limited Liability Company Act, RSMo §§ 347.010-.187; ordinary domestic LLC member votes, approvals, meetings, proxy, and consent. Authorized person is member in member-managed LLC and manager in manager-managed LLC; members retain listed unanimous matters. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 347.015, .079, .081, .083) |
Members must adopt written/oral agreement (sole member: written declaration). Agreement may address management, classes, voting basis, meetings, waiver, consent, quorum and proxy; it governs within Chapter 347/other law. Freedom-of-contract policy applies; articles select management structure (§§ 347.015(13), .079(1), .081) |
Ordinary matter: >50% by number of authorized persons; member-managed means member headcount. Agreement may create current/future classes/groups and divide voting rights on per-capita or another basis. No default contribution/profit/distribution percentage (§§ 347.015(2), .079(4), .081(2)-(3)) |
Ordinary company affair: >50% by number of authorized persons. All members approve written-agreement amendment, interest issuance/admission, merger/consolidation, management-mode change, out-of-purpose/agreement-contrary/nonusual-course action, and contribution determination/compromise/release unless agreement provides otherwise. Substantive transaction law remains separate (§ 347.079(3)-(4)) |
Chapter states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date default. Agreement may set time/place/purpose notice, waiver, no-meeting consent, quorum, proxy, or other voting procedure (§ 347.081(1)(4)) |
Chapter states no conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member action. Agreement and other applicable law must supply any remote procedure |
Agreement may authorize proxies and set procedure. Chapter states no independent default member-proxy authorization, required appointment form/signature, electronic method, duration, revocation, death/incapacity, or irrevocability rule (§ 347.081(1)(4)) |
If agreement is silent, action required at meeting may occur without one only through written consent signed by all eligible voters; consent equals meeting act/vote. Agreement may vary. Chapter states no default electronic, delivery, record-date, collection-period, counterpart, revocation, or future-time/event rule (§ 347.083) |
Default no-meeting action is unanimous, leaving no nonconsenter; agreement-authorized less-than-unanimous action has no general statutory post-action notice or retention rule. Agreement and action-specific law may supply procedure; duties, remedies, and substantive validity remain separate (§§ 347.081, .083) |
| Montana verified 2026-08-30 | Montana Limited Liability Company Act, Title 35, chapter 8; ordinary domestic LLC member/manager decisions, no-meeting consent, and proxies. Manager-management designation belongs in articles; excludes professional/series/dissolved LLCs and substantive transaction outcomes (§§ 35-8-102, -202, -307) |
Agreement generally need not be written and chapter fills silence, subject to § 35-8-109 floors/special writing rules. Articles state management form/name initial managers and may vary voting defaults. Agreement controls insiders over conflicting articles; articles control detrimentally relying outsiders (§§ 35-8-109, -202, -307) |
Default is per-capita: each member has equal management rights and general company business uses member headcount majority; articles/agreement may vary. Transferee gets distributions only/no member rights unless admitted. Ordinary-LLC Act states no class/group voting formula; separate series rules excluded (§§ 35-8-307(1), 35-8-707) |
Member-managed general business: member majority; manager-managed business: sole manager or manager majority. All members consent to exactly 12 listed matters, including agreement/articles amendment, specified loyalty authorization, contribution compromises, interim distributions, admission, dissolution/winding-up waiver, merger, and substantially-all-property disposition; articles/agreement may vary (§ 35-8-307(1)-(3)) |
Consent-required member/manager action may occur without meeting. Act states no general caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default; articles/agreement must supply procedure (§§ 35-8-109, -307(5)) |
No ordinary-LLC Chapter 8 telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Documents and other applicable law must be checked; no-meeting consent and remote attendance are distinct (§§ 35-8-109, -307(5)) |
Member/manager may appoint proxy to vote/otherwise act through appointment instrument signed personally or by attorney-in-fact. Record may be tangible/electronic and signature is an authenticating symbol. No default duration, delivery, revocation, irrevocability, death/incapacity, or meeting-only scope (§§ 35-8-102(28), (30), -307(6)) |
Consent-required action may occur without meeting at underlying majority/all-member/manager threshold. Act states no general member-consent writing/signature/delivery/counterpart/collection-period rule; signed-instrument rule applies to proxy appointment. No future-time/event or pre-effectiveness revocation default (§ 35-8-307(1)-(6)) |
No general post-action nonconsenter/nonvoter notice or vote/proxy/consent retention period. Default records include member/manager lists, governing documents, tax/financial records, and agreement-required writings; members may reasonably inspect. Transaction validity/remedies remain separate (§§ 35-8-109(3)-(4), -405) |
| Nebraska verified 2026-08-30 | Nebraska Uniform Limited Liability Company Act, §§ 21-101 to -197 and 21-501 to -542; ordinary domestic LLC member decisions, no-meeting consent, and proxy/agent appointments. Manager decisions are contrast only; excludes professional/series/foreign/dissolved LLCs and substantive transaction outcomes (§§ 21-101, -102, -136) |
Act fills agreement silence; operating agreement may be oral, recorded, implied, or combined and generally varies procedure, subject to § 21-110 floors. If an effective filed record conflicts, agreement controls internally; record controls for outsiders reasonably relying. No articles-level meeting/proxy default (§§ 21-102(14), -110, -112(d)) |
Default is per-capita: each member has equal management rights and ordinary-course differences use member headcount majority. Agreement may vary. Transfer of economics alone gives transferee no management participation; transferor retains member rights other than transferred distributions. No general class/group formula (§§ 21-136(b), -141(a), (g)) |
Member-managed ordinary-course difference: member majority; outside-course act and agreement amendment: all members. Manager-managed ordinary-course difference: manager majority; all members approve substantially-all-property disposition outside ordinary course, merger/conversion/domestication, other outside-course action, and agreement amendment (§ 21-136(b)-(c)) |
Consent-required action may occur without a meeting. Act states no general member-meeting caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default; agreement must supply procedure. Manager-removal no-notice rule is specific to that office change (§§ 21-110(a), -136(c)(5), (d)) |
No LLC Act telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Agreement and supplemental law must be checked; no-meeting consent and remote attendance are distinct (§§ 21-107, -110(a), -136(d)) |
For consent or other member action, member may appoint proxy/agent by personally or agent-signing an appointing record. Record may be tangible/electronic and signature may be tangible/electronic. No default duration, delivery, revocation, irrevocability, death/incapacity, or special meeting-only scope stated (§§ 21-102(19), (21), -136(d)) |
Any action requiring member consent may be taken without meeting at its underlying majority/all-member threshold. Member's consent has no general writing/signature/delivery/counterpart/collection-period requirement stated; signed-record rule applies to proxy appointment. No future-time/event or pre-effectiveness revocation default (§ 21-136(b)-(d)) |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period stated. Members have management-linked information and inspection rights; agreement cannot unreasonably restrict them. Procedure does not decide substantive transaction validity or remedies (§§ 21-110(b)(6), -139) |
| Nevada verified 2026-08-30 | Nevada Revised Statutes ch. 86; ordinary domestic LLC member management, agreement adoption/amendment, notice waiver, and agreement-created voting procedure. Manager management requires articles and is agreement-directed; excludes series/restricted/professional/foreign/dissolved LLCs and transaction outcomes (NRS 86.055, .071, .101, .286, .291) |
Operating agreement optional; articles select manager management and identify initial managers. Agreement may regulate internal affairs and gets maximum freedom-of-contract effect, subject to law/articles and good-faith covenant floor. Initial adoption by unanimous member vote or unanimous written consent/sole member; amendment follows stated method, otherwise unanimous vote/written consent (NRS 86.101, .161, .286, .291) |
Member management vested proportionally 'in interest'—adjusted capital contributions. Chapter 86 states no general ordinary member decision threshold. Articles/agreement may create member/manager classes, rights, powers, duties, and future classes; agreement supplies voting measure and threshold. Manager offices/management governed by agreement or members if none (NRS 86.055, .291, .296) |
No general statutory ordinary/outside-course member threshold. Agreement adoption requires unanimity; amendment uses stated method, otherwise unanimity. Manager-managed responsibilities and other approvals come from articles/agreement plus transaction-specific statutes. Do not import corporate or another state's majority rule (NRS 86.286, .291, .296) |
Chapter 86 states no general member-meeting caller, notice content/method/timing, quorum, adjournment, annual-meeting, location, or record date. Whenever chapter/articles/agreement require member/manager notice, signed written waiver before or after stated time equals notice. Governing documents/other law supply procedure (NRS 86.286, .291, .571) |
Chapter 86 states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. Electronic operating-agreement consent does not establish remote attendance (NRS 86.101, .286, .291) |
Chapter 86 states no general member proxy right, appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, delivery, or meeting/consent scope. Articles, operating agreement, and other applicable law must supply proxy procedure (NRS 86.286, .291, .296) |
No general member action-without-meeting route. Express consent rule covers agreement adoption/amendment: unanimous written consent may use tangible/electronic format; amendment follows agreement method if stated. Chapter states no general delivery, collection period, counterpart, revocation, or future-time/event mechanism for member action (§§ 86.101, .286) |
No general post-action notice to nonconsenting/nonvoting members or member vote/consent retention period stated. LLC keeps current member/manager list and other statutory/agreement records; unanimous agreement may restrict/deny inspection. Agreement enforcement, duties, remedies, and transaction validity remain separate (NRS 86.241, .286, .291) |
| New Hampshire verified 2026-08-30 | New Hampshire Revised Limited Liability Company Act, RSA chapter 304-C; ordinary domestic LLC member meetings, voting, written/electronic votes, and proxies. Manager voting appears only as contrast; excludes professional/foreign/dissolved LLCs and substantive transaction outcomes (§§ 304-C:1, :31, :60 to :69) |
Agreement may be written, oral, or implied and may set voting basis, meeting notice/waiver, no-meeting action, record date, quorum, and proxies; statute supplies defaults. Certificate states member or manager management. Contract-enforcement policy applies; agreement cannot replace transaction-specific mandatory law (§§ 304-C:2, :31(II)(d), :40, :60-:61) |
Agreement may use per-capita, number, profits, financial interest, class, group, or any basis. Default member votes track share of cash/property/service contributions made in connection with formation; transferee gets economics but no management/member powers. Managers default to one vote each (§§ 304-C:65, :78, :123) |
Member-managed members may vote on all company matters; manager-managed members vote on 12 reserved categories and managers decide the rest. Default member threshold is contribution-weighted majority; unanimity for certificate/agreement/contribution-promise amendment, added member rights, and admission, plus other-member/disinterested exceptions. Manager decisions use headcount majority (§§ 304-C:64, :66-:69, :78-:79) |
Agreement may set notice time/place/purpose, waiver, no-meeting action, record date, quorum, proxy, and other voting procedure. Default quorum: members holding >1/2 of all member votes. Written votes need no meeting/prior notice. Act states no general caller, default notice method/timing, adjournment, or fallback record date (§§ 304-C:60-:61) |
Unless agreement differs, member meeting may use telephone/other equipment if all participants can hear each other; participation counts as presence in person. No separate identity, retained-ballot, video, text-only, or concurrent-voting standard stated (§ 304-C:60(I)) |
Unless agreement differs, member may vote in person/proxy; proxy may be written, electronically transmitted, or otherwise lawful. Authorized-person electronic vote is deemed written/signed. No default proxy duration, delivery, revocation, irrevocability, death/incapacity, or nonvote scope stated (§ 304-C:60(III)-(V)) |
Members may cast votes in writing without meeting/prior notice at meeting-equivalent minimum assuming all entitled voters present/voting. Member or authorized-person electronic vote is written/signed; transmission must create retainable/retrievable/reviewable and paper-reproducible record. No delivery, counterpart, collection period, future-time/event, or revocation default (§ 304-C:60(II), (IV)-(V)) |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy retention period stated; written vote needs no prior notice. Member may demand listed company information for membership-related purpose; digital records allowed if convertible to writing. Procedure does not decide substantive transaction validity/remedies (§§ 304-C:55, :60(II)) |
| New Jersey verified 2026-08-30 | New Jersey Revised Uniform Limited Liability Company Act, N.J.S.A. 42:2C-1 to -94; ordinary domestic LLC member management, approvals, consent, and proxy/agent action. Member-managed unless agreement chooses managers; manager decisions only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 42:2C-11, -37) |
Operating agreement governs internal relations, manager rights/duties, company activities, and amendment means; Act fills gaps. It may vary voting/consent procedure within statutory limits and protected outsider/court rights. Freedom-of-contract construction applies; operating-agreement amendment is unanimous by default (§§ 42:2C-11, -37(b)(5), (c)(4)(d)) |
Each member has equal management rights; ordinary default is majority of members by headcount, not profit/contribution/transferable-interest percentage. Agreement may validly alter rights or classes; Act states no separate default economic or class denominator (§§ 42:2C-11, -37(b)(2)-(3)) |
Member-managed ordinary-course difference: majority of members; outside-course act and agreement amendment: all members. Manager-managed ordinary matters: managers; all members approve substantially-all-property disposition, merger/conversion/domestication, other outside-course act, and agreement amendment. Substantive transaction law remains separate (§ 42:2C-37(b)-(c)) |
Section 42:2C-37 permits no-meeting consent but supplies no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date procedure. Operating agreement and other applicable law must supply those mechanics (§§ 42:2C-11, -37(d)) |
Act states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member approval. Operating agreement and other applicable law must supply any remote procedure (§§ 42:2C-11, -37) |
Member may appoint proxy or other agent to consent or otherwise act by signing an appointing record personally or through the member's agent. Act states no default duration, revocation, death/incapacity, or irrevocability rule (§ 42:2C-37(d)) |
Action requiring member consent may occur without a meeting at the applicable majority/all-member threshold. Section 42:2C-37(d) states no separate signature/writing/record requirement for members' own consent, delivery, record date, collection period, counterpart, electronic, revocation, or future-time/event rule (§ 42:2C-37(b)-(d)) |
Act states no general post-action notice to nonconsenting/nonvoting members, consent-retention period, or meeting-enforcement procedure. Agreement may supply procedure; information rights, duties, remedies, and substantive transaction approval/validity remain separate (§§ 42:2C-11, -37) |
| New Mexico verified 2026-08-30 | New Mexico Limited Liability Company Act, Chapter 53, Article 19 NMSA 1978; ordinary domestic LLC member votes, approvals, and consents. Manager decisions appear only as contrast; excludes professional/foreign/dissolved LLCs and substantive transaction outcomes (§§ 53-19-1, -2, -15, -17) |
Articles, written operating agreement, the Act, and supplemental law/equity control. Documents may replace voting/management defaults; a >majority provision requires the same higher vote to amend. Act favors contract enforceability but states no meeting/proxy/consent-specific mandatory floor (§§ 53-19-2(O), -15, -17(C), -65) |
Default vote follows each contributing member's capital-contribution value, adjusted through vote time for contributions and capital withdrawals; documents/Act may vary. Assignee gets economics but no member vote until admission, while assignor generally retains member rights. No general class/group voting formula stated (§§ 53-19-17(A), -32) |
Default for articles/agreement amendments, substantially-all-assets disposition, merger/consolidation, and other member-approved action: majority share of all member voting power. Removing a member requires all other members. Manager-scope differences use manager majority; matters outside manager/specially responsible member authority use member majority (§ 53-19-17(B)-(C)) |
LLC Act states no general caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default. Written agreement/articles and other applicable law must supply any procedure; do not import corporate meeting rules automatically (§§ 53-19-2(O), -65) |
No LLC Act telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Documents and supplemental law/equity must be checked; remote participation alone should not be treated as statutory presence (§ 53-19-65) |
No general LLC Act member-proxy right or appointment form, electronic-transmission, duration, revocation, irrevocability, death/incapacity, delivery, or consent scope stated. Section 53-19-65 recognizes supplemental law/equity but does not identify a corporate proxy rule as the LLC default |
Section 53-19-17 recognizes affirmative vote, approval, or consent at the applicable threshold, but states no no-meeting procedure or writing, signature, record, electronic, delivery, counterpart, collection-period, future-time/event, or pre-effectiveness revocation default. Documents and other applicable law must fill the gap |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention rule stated. LLC keeps listed member/manager, governing-document, tax/financial, contribution, and document-required records; members have reasonable inspection rights. Transaction validity/remedies remain separate (§§ 53-19-19, -65) |
| New York verified 2026-08-30 | New York Limited Liability Company Law art. 4; ordinary domestic LLC member meetings, votes, proxies, and written consent. Member-managed unless articles choose manager management. A pre-subdivision-(g) LLC keeps the former § 402 unless its agreement opts into the current rule; excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 401-407) |
Written operating agreement governs when consistent with law/articles and may vary voting basis, meetings, proxies, record dates, quorum, and consent. Articles may create member classes. Threshold provisions cannot be reduced by amendment without the existing percentage, and quorum cannot be set below one-third in interest (§§ 402(e), 404(b), 417, 418) |
Default vote follows each member's current-profit share; majority-in-interest means >50% of all members' aggregate current-profit shares. Articles may create classes/groups; agreement may grant/withhold votes by contribution, commitment, capital account, per-capita, class, or other basis (§§ 102(o), 402(a), 418(a)) |
General meeting action: majority in interest of votes cast, unless chapter/articles/agreement require otherwise. Majority in interest entitled to vote is default for admission, outside-course debt, and articles/agreement action; at least that majority for dissolution, substantially-all-assets transfer, and merger categories. Substantive transaction law remains separate (§ 402(c)-(f)) |
Annual meeting required unless agreement changes it; chapter states no general caller right. Notice states place/date/hour, issuer, and special-meeting purposes; personal/first-class mail 10-60 days, or third-class mail 24-60 days. Majority-in-interest quorum; agreement floor one-third; withdrawal does not break quorum; present members may adjourn. Signed or attendance waiver; announced adjournment needs no fresh notice. Agreement may set record date (§§ 403-406, 418(b)) |
Unless agreement provides otherwise, conference telephone or similar equipment allowed when all participants can hear each other; participation counts as presence in person. No separate electronic-ballot or remote-voter-identification rule stated (§ 403) |
Unless agreement provides otherwise, any member may vote in person or by proxy, and proxy attendance can waive notice. Agreement may regulate proxy voting. Chapter 4 states no general proxy form, signature, duration, revocation, irrevocability, or no-meeting-consent authority (§§ 402(b), 406, 418(b)) |
Meeting-equivalent minimum; action stated in dated signed written consent(s), delivered by hand or certified/registered mail, return receipt requested, to office/principal place/records custodian. Sufficient consents must arrive within 60 days of earliest delivered consent. No general electronic, future-time/event, or revocation rule stated (§ 407(a)-(b)) |
Prompt notice after less-than-unanimous written consent to nonsigning members who could have voted; no general notice to nonvoting members. Filing for consented action must state consent and notice compliance. Consents go to company/records custodian, but chapter states no retention period. Procedure does not decide transaction validity (§ 407) |
| North Carolina verified 2026-08-30 | North Carolina Limited Liability Company Act, ch. 57D; ordinary domestic LLC member approvals and default member-as-manager decisions. Every member is a manager unless agreement changes structure; distinguishes member, manager, company official, and interest owner. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 57D-1-03, -3-03, -3-20) |
Operating agreement governs internal affairs and decision methods; Chapter/common law fill gaps. Agreement may be written/oral/implied; articles are or form part of it. Agreement prevails for parties/company officials, filed document for relying outsiders. Government functions, protected nonparties, information and specified remedies remain protected (§§ 57D-1-03(23), -2-30) |
Default: all members are managers; each manager has equal participation rights and manager majority controls, producing per-person member voting in an unmodified member-managed LLC. Agreement may designate other managers/officials or another approval method; no default economic-interest, percentage, class, or group vote (§§ 57D-3-20(a)-(d), -2-30) |
Ordinary management: majority of managers. All members approve agreement adoption/amendment, admission, outside-course substantially-all-assets transfer, non-Article-6 dissolution, conversion, and merger. Substantive transaction statutes remain separate (§§ 57D-3-03, -3-20(b)-(c)) |
Chapter 57D defines approval as meeting vote or qualifying other assent and lets managers decide without meeting/notice, but supplies no general member-meeting caller, notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. Operating agreement controls procedure (§§ 57D-1-03(1), -2-30, -3-20(b)) |
Chapter 57D states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member approval. Operating agreement and other applicable law must supply any remote procedure (§§ 57D-1-03(1), -2-30) |
Chapter 57D states no general statutory member-proxy or voting-agent appointment, form, duration, revocation, death/incapacity, or irrevocability rule. Operating agreement and other applicable agency law must supply proxy authority (§§ 57D-1-03(1), -2-30) |
Outside a meeting, approval may be any expression of assent made in the manner/form required for member assent to operating-agreement amendments. Agreement can set that form. No default signature, writing, electronic, delivery, record-date, collection-period, counterpart, revocation, or future-time/event rule (§§ 57D-1-03(1), (23), (31), -2-30) |
Managers may decide without notice; six reserved actions require all members, so no statutory nonconsenter class remains. Chapter states no general post-action notice to nonvoting persons or approval-retention rule. Agreement, information rights, duties, remedies, and substantive transaction law remain separate (§§ 57D-2-30, -3-03, -3-20(b)) |
| North Dakota verified 2026-08-30 | North Dakota Uniform Limited Liability Company Act governs ordinary domestic member-, manager-, and board-managed LLCs. Management form comes from the operating agreement; member meetings/consents, manager decisions, and governor-board procedure have distinct rules (§§ 10-32.1-01, -39(1)-(5)) |
Operating agreement governs member/manager/governor relations, company activities, and amendment method, subject to § 10-32.1-13's floors. It displaces defaults and prevails internally over conflicting effective filings; outsiders may rely on the filing. Newer-LLC articles or agreement may vary voting power (§§ 10-32.1-13 to -15, -39(2)(b)) |
Member-managed LLC created after July 31, 2017: voting power follows pre-dissolution distribution interests unless articles/agreement vary it; ordinary majority means majority of transferable-interest voting power. Older branch: equal rights and member-headcount majority. Transfer alone does not give management rights (§§ 10-32.1-39(2), -44) |
Member-managed ordinary-course difference: applicable majority; outside-course act and agreement amendment: all members, subject to the older branch's stated lien/wholly-owned-transfer exceptions. Manager-managed ordinary matters: manager majority; all members approve listed outside-course and structural matters (§ 10-32.1-39(2)-(3)) |
Any member may demand a meeting for Act-required consent on ≥20 days' record notice stating date/time; statutory in-state principal-office/registered-office location. Board-managed member meetings have majority-voting-power quorum and a special governor-election waiver rule. No general purpose, adjournment, or record-date rule (§ 10-32.1-39(4)(c)-(d), (r), (5)) |
Act defines remote communication and expressly authorizes it for governor-board meetings, but states no general remote-participation or remote-presence rule for member meetings. Agreement and other applicable law must supply member procedure (§§ 10-32.1-02(47), -39(4)(l)-(m), (5)) |
Member may appoint a proxy or other agent to consent or otherwise act by signing an appointing record personally or through the member's agent; electronic record/signature qualifies. Act states no general delivery, duration, revocation, death/incapacity, or irrevocability rule (§§ 10-32.1-03, -39(5)) |
Without meeting, written consent by members holding the voting power required at an all-members-present meeting; electronic writing/signature recognized. 'Written action' definition aggregates signed counterparts, but § 39(5) calls this route 'written consent.' No general collection period, future-time/event, or pre-effectiveness-revocation rule (§§ 10-32.1-02(55)-(57), -03, -39(5)) |
No general post-action member notice or vote/proxy/consent retention period. Manager-managed LLC must give a member known material information before the member gives/withholds consent; broader information rights also apply. Transaction approval, validity, duties, inspection disputes, and remedies remain separate (§ 10-32.1-42) |
| Oklahoma verified 2026-08-30 | Oklahoma Limited Liability Company Act, 18 O.S. ch. 32; ordinary domestic LLC member voting, meeting-minute or written-consent action, and class/group rights. Manager management is default and manager voting appears only as contrast; excludes series/public-benefit/foreign/dissolved LLCs and transaction outcomes (§§ 2012.2, 2013, 2018, 2020) |
Operating agreement governs member/company relations, manager rights/duties, activities, and amendment; Act fills gaps and specifically imposed rights/duties cannot be varied. Articles/agreement may alter member and manager voting bases/rights; written agreement needed for special unanimity variation and certain member rights (§§ 2012.2, 2013, 2018, 2020(C)-(E)) |
Default member vote proportional to profit interests; 'vote/consent' means members holding majority of profit interests. Articles/agreement may use per-capita, number, financial interest, class, group, or another basis; agreement may create separate/joint class/group votes. Managers default to per-capita majority but may use other bases/classes/groups (§§ 2018, 2020(A), (C), (E)) |
General member vote/consent: majority of profit interests. Member majority for substantially-all-assets transfer, merger, and ordinary articles/agreement amendment. Unanimity for dissolution and amendments reducing duration, approval thresholds, withdrawal restriction, or protection against lowering amendment votes. Manager ordinary decision: per-capita manager majority (§§ 2018, 2020(A)-(D)) |
Vote/consent may be evidenced by meeting minutes or written consent instead. Act states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule; articles/agreement and other applicable law control (§§ 2012.2, 2020(A)) |
Act states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for a member meeting. Written consent in lieu of meeting does not establish remote attendance (§ 2020(A)) |
Sections 2018 and 2020 state voting bases/classes but no general member or manager proxy right, appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, delivery, or scope rule. Governing documents and other applicable law must supply proxy procedure (§§ 2012.2, 2018, 2020) |
Applicable vote/consent may be evidenced by written consent in lieu of member meeting; use majority or special unanimous threshold. Section states no signature, delivery recipient/method, electronic form, collection period, counterpart, revocation, or future-time/event mechanism (§ 2020(A)-(D)) |
No general post-action notice to nonconsenting/nonvoting members stated. LLC keeps records enabling members to determine relative voting rights plus lists, formation filings, 3 years of tax/financial records, and agreements—but no general vote/consent retention period. Inspection, duties, remedies, and transaction validity remain separate (§§ 2020-2021) |
| Oregon verified 2026-08-30 | Oregon Limited Liability Company Act, ORS ch. 63; ordinary domestic member-managed and manager-managed LLC member voting, no-meeting action, and proxies. Manager decisions appear only as contrast; excludes professional/foreign/dissolved LLCs and substantive transaction outcomes (ORS 63.001, 63.057, 63.130) |
Articles choose manager management and, with written/oral operating agreement, may regulate internal affairs/management consistently with law and articles. Articles/agreement may vary § 63.130 vote, threshold, no-meeting, and proxy defaults; statutory duty limits remain. Articles control over conflicting agreement (ORS 63.047, .057, .130, .155(10)) |
Member-managed members have equal management rights; ordinary decision uses majority of members—headcount, not economic percentage. Manager-managed ordinary decision uses manager/manager majority; member majority selects/removes/replaces manager. No statutory class/group/economic-weight default; documents may vary (ORS 63.130(1)-(2)) |
Ordinary member-managed matter: member majority; manager-managed: manager/manager majority. All members for agreement/articles amendment, contribution/return compromise, dissolution. Member majority for interim distribution, admission, charging-order redemption, substantially-all-property disposition, merger, conversion, outside-course debt, conflict transaction, business-nature change, and unspecified document-reserved matter (ORS 63.130(1)-(4)) |
Required member/manager action may occur without meeting, but Chapter 63 states no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule. Articles/agreement and other applicable law control (ORS 63.057, .130(5)) |
Chapter 63 states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting action and proxy authority do not establish remote attendance (ORS 63.130(5)-(6)) |
Member or manager may appoint proxy to vote or otherwise act by signing appointment instrument personally or through attorney-in-fact. Chapter states no default duration, revocation, death/incapacity effect, irrevocability formula, delivery recipient, meeting-only limit, or express electronic method (ORS 63.130(6)) |
Any action requiring member/manager consent may occur without meeting at applicable threshold. Chapter states no general consent writing, signature, electronic form, delivery, collection period, counterpart, revocation, or future-time/event mechanism; signed-instrument form belongs to proxy appointment (ORS 63.130(3)-(6)) |
No general post-action notice to nonconsenting/nonvoting members stated. LLC retains current written agreements, chapter-permitted/required writings, and 3 years of tax/financial records, but no general vote/consent retention period. Inspection, duties, remedies, and transaction validity remain separate (ORS 63.130, .771-.781) |
| Pennsylvania verified 2026-08-30 | Pennsylvania Uniform Limited Liability Company Act of 2016, 15 Pa.C.S. ch. 88; governs all Pennsylvania LLCs since April 1, 2017. Ordinary domestic member voting/consent/proxy procedure; manager action only as contrast; excludes professional/benefit/foreign/dissolved companies and transaction outcomes (§§ 8811, 8847) |
Operating agreement governs internal relations and approval means; Title 15 fills gaps. It cannot vary Pennsylvania governing law, protected outsider rights, filing rules, or member right to approve specified entity transactions. Certificate/agreement vote requirements cannot be reduced by a lesser vote, except unanimous-consent-in-lieu provision (§§ 8815, 8847(i)) |
Member-managed default is equal management rights and member headcount, not profit share/contribution/percentage interest. Certificate or agreement may require a specific number/percentage or class vote; that threshold is protected from repeal by a lesser vote. No separate default economic or class denominator (§ 8847(b)(2)-(3), (i)) |
Member-managed ordinary-course difference: majority of members; outside-course act: all members; certificate/agreement amendment: all members, subject to Chapter 3 and minor-amendment exceptions. Manager-managed outside-course act and governing-document amendment: all members; substantive entity-transaction statutes remain separate (§ 8847(b)-(c), (j)-(k)) |
Section 8847 permits no-meeting action but supplies no general member-meeting caller, notice, waiver, quorum, adjournment, annual-meeting, or record-date procedure. Operating agreement governs those internal mechanics under § 8815 (§§ 8815(a)-(b), 8847(d)) |
Chapter 88 states no general remote-meeting permission, hearing/communication standard, or rule deeming remote participation presence in person. Operating agreement and other applicable law must supply the procedure (§§ 8815, 8847) |
Member may appoint proxy or other agent to vote, consent, or otherwise act by signing an appointing document in record form personally or through the member's agent. Chapter states no default duration, revocation, death/incapacity, or irrevocability rule (§ 8847(d)) |
Action requiring member vote/consent may be taken without a meeting at the applicable underlying threshold. Section 8847(d) states no separate writing/signature requirement for members' own consent, delivery method, collection period, counterpart, electronic, revocation, or future-time/event rule (§ 8847(b)-(d)) |
Section 8847(d) states no post-action notice to nonconsenting/nonvoting members, consent-retention period, or meeting-enforcement procedure. Agreement may supply procedure; member-information rights, entity-transaction approval, duties, remedies, and validity remain separate (§§ 8815, 8847) |
| Rhode Island verified 2026-08-30 | Current Rhode Island Limited Liability Company Act, chapter 7-16, through Dec. 31, 2027; ordinary domestic LLC member voting and written no-meeting action. Manager consent appears only as contrast; excludes professional/foreign/dissolved LLCs and transaction outcomes. Replacement chapter begins Jan. 1, 2028 (§§ 7-16-2, -21; 2026 ch. 247) |
Articles/agreement may vary voting power and procedure; written agreement or articles may create manager management/classes and adjust management rights. Articles must state management form; current Act and articles constrain agreement. Replacement Act begins Jan. 1, 2028 (§§ 7-16-2(23), -15, -21; 2026 ch. 247) |
Default vote follows each unassigned interest's capital value (fair-market value of contributions when made, less distributions); majority means >1/2 of all unassigned capital value. Documents may vary and create member groups/classes. Full assignment ends assignor membership; assignee gets economics but no member vote (§§ 7-16-2(6), -15, -21(a), -35) |
Majority of all unassigned capital value approves dissolution/winding up, substantially-all-assets disposition, merger/consolidation, manager conflict transaction, articles/agreement amendment, and restatement with added amendment. Other thresholds may come from Act/documents; managers default to one vote each/manager majority (§§ 7-16-19, -21(b)) |
Current Act states no general member-meeting caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default. Unanimous written action or eligible less-than-unanimous member written action may avoid meeting; latter requires prompt notice to all members who could vote (§ 7-16-21(c)-(e)) |
No current Chapter 7-16 telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Documents and other applicable law must be checked; written no-meeting action is not remote attendance (§ 7-16-21) |
No current Chapter 7-16 general member-proxy right or appointment form, electronic mode, duration, delivery, revocation, irrevocability, death/incapacity, or consent scope identified. Documents/other applicable law must supply any proxy procedure; written consent is a separate statutory route (§ 7-16-21) |
Any member/manager action: unanimous written consent without meeting. Member action other than dissolution, substantially-all-assets, or merger: less-than-all written consent at all-present meeting threshold, with prompt notice. No delivery, counterpart, collection period, electronic-consent, future-time/event, or pre-effectiveness revocation default stated (§ 7-16-21(c)-(e)) |
Prompt notice after eligible less-than-unanimous written action to every member who could vote; no deadline/method stated. LLC retains written member/manager proceedings plus capital-value/voting, governing-document, tax, and financial records. Procedure does not decide transaction validity/remedies; replacement Act starts Jan. 1, 2028 (§§ 7-16-21(d), -22; 2026 ch. 247) |
| South Carolina verified 2026-08-30 | South Carolina Uniform Limited Liability Company Act of 1996, Title 33, ch. 44; ordinary domestic member-managed and manager-managed LLC voting, action without meeting, and proxies. Manager decisions appear only as needed contrast; excludes professional/foreign/dissolved LLCs and substantive transaction outcomes (§§ 33-44-101, -103, -404) |
All members may make oral or written operating agreement governing company affairs/business and member-manager-company relations; Chapter 44 fills gaps. Agreement cannot vary § 33-44-103(b)'s limits. Manager-management designation is in articles; agreement controls insiders over conflicting articles, while articles control outsider detrimental reliance (§§ 33-44-101, -103, -203) |
Member-managed members have equal management rights; ordinary decision uses majority of members—headcount, not economic percentage. Manager-managed ordinary decision uses manager/manager majority; member majority designates/removes/replaces manager. No statutory class/group or economic-weighting default (§ 33-44-404(a)-(b)) |
Ordinary member-managed matter: member majority; manager-managed matter: manager/manager majority. All members for 12 listed categories: agreement/articles amendments, specified loyalty ratification/contribution compromises/distributions/admission/redemption, dissolution/wind-up waiver/merger, and substantially-all-property disposition (§ 33-44-404(a)-(c)) |
Required member/manager action may occur without meeting, but Chapter 44 supplies no general member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, location, or record-date rule. Agreement and other applicable law control (§§ 33-44-103, -404(d)) |
Chapter 44 states no conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. No-meeting permission and proxy authority do not themselves establish remote attendance (§ 33-44-404(d)-(e)) |
Member or manager may appoint proxy to vote or otherwise act by signing appointment instrument personally or through attorney-in-fact. Chapter states no default duration, revocation, death/incapacity effect, irrevocability formula, delivery recipient, meeting-only limit, or electronic method (§ 33-44-404(e)) |
Any action requiring member/manager consent may occur without meeting at the applicable majority/unanimity threshold. Chapter states no general consent writing, signature, electronic form, delivery, collection period, counterpart, revocation, or future-time/event mechanism; only proxy appointment expressly requires signed instrument (§ 33-44-404(c)-(e)) |
No general post-action notice to nonconsenting/nonvoting members or consent-record retention period stated. Agreement may add procedure; information rights, duties, enforcement, remedies, and substantive transaction validity remain separate. This survey does not decide effectiveness (§§ 33-44-103, -404, -408 to -410) |
| South Dakota verified 2026-08-30 | South Dakota Uniform Limited Liability Company Act governs an ordinary domestic LLC. Member-managed is the default; manager-managed status must appear in the articles. Member voting, manager decisions, statutory consent, and proxy action are distinct (§§ 47-34A-203, -404.1) |
Operating agreement governs member-manager-company relations and displaces defaults within § 47-34A-103's limits; it prevails internally over conflicting filed text. Articles may carry agreement-permitted provisions and create voting classes, but neither document may evade mandatory floors (§§ 47-34A-103, -103.1, -203, -404.2) |
Default is equal management rights and member headcount, not economic percentage: a majority of members decides ordinary member-managed business. Articles may create classes/groups with stated voting rights. A distributional-interest transfer alone gives no member vote (§§ 47-34A-404.1(a), -404.2, -502 to -503) |
Member-managed ordinary business: majority of members. Manager-managed ordinary business: sole manager or manager headcount majority. All members must consent to the twelve listed structural/extraordinary categories; a member majority appoints or removes managers (§ 47-34A-404.1(a)-(c)) |
Act states no general member-meeting caller, notice content/timing/method, waiver, quorum, adjournment, annual-meeting, or record-date rule. Agreement may supply procedure; statutory consent action may occur without a meeting (§§ 47-34A-103(a), -404.1(d)) |
Act states no general telephone, video, hearing-capable communications, remote-presence, identity, or retained-ballot rule for LLC member meetings. Agreement and other applicable law must supply any remote procedure (§ 47-34A-103(a)) |
Member or manager may appoint a proxy to vote or otherwise act through an appointment instrument signed personally or by an attorney-in-fact. Act states no general delivery, duration, revocation, death/incapacity, or irrevocability rule (§ 47-34A-404.1(e)) |
An action requiring member or manager consent under the Act may be taken without a meeting at the consent threshold governing that action. Act states no general writing, signature, electronic transmission, counterpart, delivery, collection-period, future-time/event, or pre-effectiveness-revocation rule for the consent itself (§ 47-34A-404.1(c)-(d)) |
Act states no general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period. Members have proper-purpose record access and specified information rights; transaction approvals, inspection disputes, validity, duties, and remedies remain separate (§ 47-34A-408) |
| Tennessee verified 2026-08-30 | Tennessee Revised Limited Liability Company Act, Tenn. Code Title 48, ch.249; ordinary domestic LLC member voting, meetings, proxies, consent, and records. Member-, manager-, or director-managed structure follows articles; manager/director action only as contrast. Excludes legacy/professional/foreign/dissolved LLCs and transaction outcomes (§§ 48-249-101 to -102, -202, -401, -405) |
LLC documents—articles plus written/oral agreement—may modify/waive chapter defaults except § 48-249-205(b) floors; chapter fills gaps. Articles control conflicting waivable agreement terms. Documents may change vote basis and meeting/proxy/consent procedure but cannot make notice manifestly unreasonable (§§ 48-249-102(16), -203, -205) |
Each member has equal per-capita vote; majority means majority in number of eligible members. LLC documents may use another voting interest, in which case majority follows that document measure. No default contribution/profit/distribution percentage or class denominator (§§ 48-249-102(17), -405(a)) |
Member-managed company matter: majority members unless § 401(e)/(f) applies. All members: unstated-method agreement amendment, specified articles amendments, two contribution-compromise categories, new-member admission, charging-order redemption, and pre-2006 opt-in. Action-specific merger/conversion rules remain separate (§ 48-249-401(a), (f)) |
No general statutory member-meeting caller, advance timing, quorum, adjournment, annual-meeting, or record-date default. LLC documents may set time/place/purpose notice, waiver, no-meeting consent, record date, quorum, proxy, and other procedure. General notice is written unless oral is reasonable and permits person/telephone/email/wireless/mail/carrier routes (§§ 48-249-103, -405(b)) |
Act permits electronic notice and consent but states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for a live member meeting. LLC documents and other law must supply remote procedure (§§ 48-249-103, -405) |
Member may appoint proxy to vote or otherwise act by signing an appointment instrument. LLC documents may set proxy procedure. Act states no default duration, revocation, death/incapacity, or irrevocability rule (§§ 48-249-401(g), -405(b)) |
Meeting-equivalent minimum; one or more written consents state action and are signed. Authorized electronic transmission is deemed written/signed. No meeting, prior notice, or vote. Act states no collection period, default record date, delivery recipient/method, future-time/event, or revocation rule; plural consents allowed (§ 48-249-405(c)) |
Prompt notice after less-than-unanimous written consent to eligible nonsigners; omission does not invalidate action. LLC keeps all member/holder proceedings and written consents; no fixed retention period stated for member records. Procedure does not establish substantive transaction validity or remedies (§§ 48-249-405(c)(2), -406(7)-(8)) |
| Texas verified 2026-08-30 | Texas Business Organizations Code ch. 101 plus Title 1 ch. 6; ordinary domestic LLC member meetings, voting, proxies, and consents. Manager/committee rules appear only as contrast; excludes professional/series/foreign/dissolved LLCs and substantive transaction outcomes (§§ 101.052, .351-.359; 6.001-.205) |
Company agreement governs internal affairs and may waive/modify most defaults; Code fills gaps. Certificate provisions count as agreement only when reflecting every member's agreement. Chapter 6 is not in § 101.054's protected list, so governing documents may vary its meeting/consent defaults; certificate may authorize Title 1 less-unanimous consent (§§ 101.051-.054; 6.202) |
Default per person: every member has an equal vote. Company agreement may change voting rights and create classes/groups. Default quorum and action count members, not contribution, distribution, profit, or ownership percentage (§§ 101.052, .353-.355) |
Ordinary company action: governing authority majority present at quorum. Non-ordinary action: majority of all governing persons. Fundamental transaction/impossible-to-continue action: majority of all members. Certificate amendment/restatement-with-amendment: all members, subject to specific Code exceptions (§ 101.356) |
No general statutory member-meeting caller or adjournment-notice rule; agreement controls. All meeting notice written under § 6.051; if members are not governing authority, governing authority directs member notice 10-60 days before and states special-meeting/§101.356 business. Signed or attendance waiver with objection protection. Majority of all members quorum. Record date by documents/governing authority up to 60 days before, otherwise notice date; consent date follows § 6.102 (§§ 101.352-.353; 6.051-.052, .101-.102) |
Conference telephone, videoconference, Internet, or suitable electronic system allowed subject to Code/documents if every participant can communicate with all others. For voting, LLC must reasonably identify every remote voter and retain vote/action record. No separate statutory sentence labels remote participation 'presence in person' (§ 6.002) |
Member may vote in person or by proxy executed in writing. Manager/committee proxy needs company-agreement authorization and writing. Chapter 101 states no default proxy duration, revocation, irrevocability, or death/incapacity rule; agreement and other agency law supply them (§ 101.357) |
LLC-specific route: meeting-equivalent minimum signs written consent(s) stating action; no meeting, vote, or notice (§ 101.358). Separate unanimous Title 1 route and certificate-authorized less-unanimous route allow future time/event within stated 60-day limits and revocation before effectiveness. Reliable reproductions substitute for originals; qualifying electronic transmission is signed writing. Unsolicited less-unanimous consents use statutory delivery (§§ 101.359; 6.201-.205) |
LLC-specific § 101.358 expressly requires no prior or subsequent notice. Under separate certificate-authorized § 6.202 route, prompt notice to record-date nonsigners must reasonably describe action; publicly accessible free electronic resource may carry detail. Unsolicited consents delivered to listed office/custodian. Procedure does not establish substantive transaction validity (§§ 101.358-.359; 6.202-.205) |
| Utah verified 2026-10-01 | Utah Revised Uniform LLC Act, Title 16 ch. 20; ordinary domestic LLC member voting, no-meeting action, and proxy/agent appointment. Manager decisions only as contrast (§§ 16-20-101, -407) |
Agreement governs internal relations, manager rights/duties, affairs and amendment; Act fills gaps. Filing, duty, good-faith, misconduct, information, action, dissolution and nonparty floors remain (§§ 16-20-107, -407) |
Member-managed members have equal management rights; ordinary difference uses majority of members by headcount. Manager-managed ordinary decisions use manager/manager majority; agreement may vary the default (§ 16-20-407(1)-(3)) |
Member-managed ordinary difference: member majority. All members for outside-course act, covered merger/exchange/conversion/domestication and agreement amendment. Manager-managed ordinary matter: manager/manager majority; same reserved member approvals (§ 16-20-407(2)-(3)) |
Required member action may occur without meeting. The LLC Act states no general meeting caller, notice content/timing, waiver, quorum, adjournment, annual-meeting, location or record-date rule (§§ 16-20-107, -407(4)) |
The LLC Act states no conference-call/video, communications, remote-presence, voter-identification or retained-remote-vote standard for member meetings; no-meeting action is expressly permitted (§§ 16-20-101(22), (26), -407(4)) |
Member may appoint proxy/other agent to vote, consent or act by signed appointing record personally or through an agent. Record/signature include electronic forms. Section states no default duration, revocation, death/incapacity, irrevocability or delivery rule (§§ 16-20-101(22), (26), -407(4)) |
Required vote/consent may occur without meeting at its applicable threshold. Section states no consent-writing/signature, delivery, collection-period, counterpart, revocation or future-time/event mechanism; signed-record clause governs proxy appointment (§ 16-20-407(2)-(4)) |
No general post-action notice to nonconsenters or vote/consent retention period stated in § 16-20-407. Information rights, agreement enforcement, duties, remedies and transaction validity are separate (§§ 16-20-107, -407, -410) |
| Vermont verified 2026-08-30 | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25, governs ordinary domestic member- and manager-managed LLCs. Statutory 'meeting' includes structured in-person/electronic/telecom communication; member, manager, proxy, agent, and transferee roles remain distinct (§§ 4001, 4054) |
Record-based operating agreement governs company affairs and member/manager relations within § 4003's limits; chapter 25 fills gaps. Agreement prevails internally over conflicting effective filing; outsiders may rely on filing. It may vary § 4054 voting/consent defaults (§§ 4001(20), 4003, 4054(d)) |
Default is equal management rights and member headcount: member majority decides ordinary matters, not contribution/distribution percentage. Transfer of distributional interest alone gives no member vote. Act states no general class/group voting rule in § 4054 (§§ 4054(b), 4072) |
Member-managed ordinary matters: majority of members. Manager-managed ordinary matters: sole manager or manager majority. Unless agreement varies, all members approve nine listed agreement/articles, contribution, distribution, admission, redemption, winding-up-waiver, and all/substantially-all-property categories (§ 4054(b)-(d)) |
Act broadly defines meeting form but states no general member-meeting caller, notice content/timing/method, waiver, quorum, adjournment, annual-meeting, or record-date rule. Agreement/other applicable law supplies those mechanics; sufficient member consent may act without a meeting (§§ 4001(17), 4003(a), 4054(f)) |
Meeting may be structured communication in person or through electronic/telecommunications medium permitting simultaneous or sequentially structured communications. Act states no separate presence-in-person, hearing, identity, or retained-ballot standard (§ 4001(17)) |
Member/manager may appoint proxy to vote or otherwise act by personally/attorney-in-fact signed instrument; default term 11 months. Revocable unless form conspicuously says irrevocable and appointment is coupled with interest; then revoked when interest ends. Member consent agent uses signed appointing record (§ 4054(e)-(f)) |
No-meeting member action: consent by members holding at least votes needed at all-members-present meeting; no direct-consent record/signature requirement stated. Record/sign may be electronic. No general counterpart, collection-period, future-time/event, or revocation rule. Manager no-meeting action is unanimously signed record consent (§§ 4001(21)-(22), 4054(f)-(g)) |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period. Members have demand-based information rights; company records may use nonwritten form convertible to writing or prescribed electronic form. Validity, duties, inspection disputes, and substantive transactions remain separate (§ 4058) |
| Virginia verified 2026-08-30 | Virginia Limited Liability Company Act, Va. Code Title 13.1, ch. 12; ordinary domestic LLC member voting, approvals, proxies, and no-meeting consent. Member-managed unless articles/agreement provide in writing for managers; manager procedure only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 13.1-1022 to -1024) |
Operating agreement regulates company affairs/business/member relations and binds LLC; provisions cannot conflict with Virginia law or articles. All members initially agree; amendments follow stated method, otherwise all members. Articles/agreement may vary voting, class, proxy, and consent defaults (§§ 13.1-1022, -1023, -1024) |
Default vote is proportional to members' adjusted contributions; majority means members holding >50% of all member voting power. Articles/agreement may replace measure, create classes/groups with relative rights/powers/duties, and create future senior classes/groups (§ 13.1-1022(B), (F)) |
Any member action: majority of all member voting power unless Chapter/articles/agreement require another threshold. Manager-managed LLC may delegate full/partial management; documents define which matters remain for members. Manager election/vacancy/removal defaults also use member majority. Substantive transaction law remains separate (§§ 13.1-1022(C), 13.1-1024(A), (D)-(F)) |
Section 13.1-1022 permits no-meeting consent without prior notice but supplies no general live member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date rule. Articles/agreement and other applicable law must supply meeting mechanics (§§ 13.1-1022(E), -1023) |
Act expressly recognizes electronic consent but states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for a live member meeting. Governing documents and other law must supply remote procedure (§ 13.1-1022(E)) |
Unless articles/agreement provide otherwise, members may vote in person or by proxy. Member provision states no required proxy form, signature, electronic method, duration, revocation, death/incapacity, or irrevocability rule; governing documents and other applicable law control (§ 13.1-1022(E)) |
Meeting-equivalent minimum; written consent(s) state action and are signed. Member electronic transmission is deemed signed. No meeting, prior notice, or vote. Section states no delivery recipient/method, record date, collection period, counterpart rule beyond plural consents, revocation, or future-time/event mechanism (§ 13.1-1022(E)) |
Section 13.1-1022(E) states no post-action notice to nonconsenting/nonvoting members, consent-delivery location, or retention period. Agreement may supply procedure; member information, duties, remedies, and substantive approval/validity remain separate (§§ 13.1-1022, -1023) |
| Washington verified 2026-08-30 | Washington Limited Liability Company Act, ch. 25.15 RCW; ordinary domestic LLC member voting, approval, consent, meetings, proxies, and records. Member-managed unless agreement vests management in managers; manager voting only as contrast. Excludes professional/foreign/dissolved LLCs and transaction outcomes (RCW 25.15.006, .121, .151, .154) |
LLC agreement governs member relations and manager rights/duties; chapter fills gaps. Agreement may vary voting, classes, meetings, proxy, consent, record date, and quorum, and even permit action without any member/class vote, subject to Chapter 25.15's nonwaivable limits (RCW 25.15.018, .121(3)-(5)) |
Default is majority of members by headcount. Agreement may create current/future classes/groups, withhold votes, allow separate/combined voting, or use per-capita, profit-share, class, group, or any other basis. No default contribution/distribution percentage (RCW 25.15.121(1), (3)-(4)) |
Ordinary member-managed difference and member-approval action: majority of members. All members approve 13 categories including certificate/agreement amendments, agreement-contrary acts, admissions/removal/dissociation waiver, contribution compromise, dissolution, conversion, substantially-all-property disposition, and other outside-course action. Substantive transaction law remains separate (RCW 25.15.121(1)-(2), .151) |
Chapter states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date default. Agreement may supply time/place/purpose notice, waiver, no-meeting consent, record date, quorum, and proxy provisions (RCW 25.15.121(5)) |
Chapter states no general conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. LLC agreement and other applicable law must supply any remote procedure (RCW 25.15.121(5)) |
Agreement may provide voting in person or by proxy. Chapter states no independent default member-proxy authorization, required appointment form/signature, electronic method, duration, revocation, death/incapacity, or irrevocability rule (RCW 25.15.121(5)) |
Agreement may provide no-meeting consent and set its procedure. Chapter states no general member-consent signature, writing/record/electronic form, delivery, record date, collection period, counterpart, revocation, or future-time/event rule. Applicable majority/all-member threshold remains unless agreement validly changes it (RCW 25.15.121) |
No general post-action notice to nonconsenting/nonvoting members. LLC must keep at principal office for 3 years any record it makes of a member consent or vote; qualifying members may inspect meeting excerpts/no-meeting-action records. Procedure does not establish substantive validity or remedies (RCW 25.15.136(1)(f), (3)(b)) |
| West Virginia verified 2026-08-30 | West Virginia Uniform Limited Liability Company Act, chapter 31B; ordinary domestic LLC member/manager decisions, no-meeting consent, and proxies. Manager-management designation belongs in articles; excludes foreign/dissolved LLCs and substantive transaction outcomes (§§ 31B-1-101, 31B-2-203, 31B-4-404) |
All members may make unwritten agreement; chapter fills silence, subject to § 31B-1-103(b) floors. Articles must state manager management/name initial managers and may carry agreement terms. Agreement controls insiders over conflicting articles; articles control outsiders reasonably/detrimentally relying (§§ 31B-1-103, 31B-2-203) |
Default is per-capita: each member has equal management rights and general company business uses member headcount majority. Agreement may vary. Transfer of distributional interest gives transferee distributions only and no member rights. No general class/group formula (§§ 31B-4-404(a), 31B-5-502) |
Member-managed general business: member majority; manager-managed business: sole manager or manager majority. All members consent to exactly twelve listed matters, including agreement/articles amendment, specified loyalty authorization, contribution compromises, interim distributions, admission, dissolution/winding-up waiver, merger, and substantially-all-property disposition (§ 31B-4-404(a)-(c)) |
Action requiring member/manager consent may occur without meeting. Chapter states no general caller, annual/special meeting, notice content/method/timing, waiver, quorum, adjournment, or record-date default; agreement supplies procedure (§§ 31B-1-103(a), 31B-4-404(d)) |
No Chapter 31B telephone, video, hearing-capable communications, remote-presence, identity, concurrent-voting, or retained-ballot default stated. Agreement and other applicable law must be checked; no-meeting consent and remote attendance are distinct (§§ 31B-1-103(a), 31B-4-404(d)) |
Member or manager may appoint proxy to vote or otherwise act through an appointment instrument signed personally or by attorney-in-fact; signature definition includes manual, facsimile, conformed, or electronic signature. No default duration, delivery, revocation, irrevocability, death/incapacity, or consent-only/meeting-only limit (§§ 31B-1-101(20), 31B-4-404(e)) |
Consent-required action may occur without meeting at its underlying majority/all-member/all-manager threshold. Chapter states no general member-consent writing/signature/delivery/counterpart/collection-period rule; signed-instrument rule applies to proxy appointment. No future-time/event or pre-effectiveness revocation default (§ 31B-4-404) |
No general post-action nonconsenter/nonvoter notice or vote/proxy/consent retention period. LLC furnishes information reasonably required for member rights/duties and permits record access; agreement cannot unreasonably restrict access. Transaction validity/remedies remain separate (§§ 31B-1-103(b)(1), 31B-4-408) |
| Wisconsin verified 2026-08-30 | Wisconsin Uniform Limited Liability Company Law, ch. 183; ordinary domestic LLC member management, voting, proxy/agent appointment, and no-meeting consent. Manager-managed ordinary decisions belong to managers; member reserved matters remain stated. A qualifying pre-2023 LLC with a timely nonapplicability election remains under ch. 183, 2019 stats., and needs a separate old-law analysis (§§ 183.0110, 183.0407) |
Operating agreement governs member/company relations, activities/affairs, manager rights/duties, and amendment; ch. 183 fills gaps. A written agreement may change § 183.0407(4)'s proxy/consent defaults. Agreement prevails internally over a conflicting filed record, but the record controls for outsider reasonable reliance; required § 183.01075 information cannot be varied (§§ 183.0105, .0107, .01075) |
Member-managed rights proportional to recorded contribution value or, for partnership-taxed LLC, each member's partnership capital account; nonreserved differences use majority of members' transferable interests. No per-capita or statutory class/group default; agreement may vary within § 183.0105 (§ 183.0407(2)) |
Member-managed nonreserved difference: majority of members' transferable interests. All members for articles amendment, interest issuance, additional contribution, partial redemption, contribution valuation, merger/exchange/conversion/domestication, agreement-contravening authority, and agreement amendment. Manager-managed ordinary matters: manager/manager majority; all members for listed major/reserved matters (§ 183.0407(2)-(3)) |
Section 183.0407 supplies no general live member-meeting caller, notice content/method/timing, waiver, quorum, adjournment, annual-meeting, or record-date rule. Operating agreement and other applicable law must supply those mechanics (§§ 183.0105, 183.0407) |
Section 183.0407 states no conference-call/video, hearing standard, remote-presence, voter-identification, or retained-remote-vote rule for a live member meeting. Electronic or remote attendance should not be inferred from written-consent authority (§ 183.0407) |
Member may appoint proxy/other agent to consent or otherwise act by signing an appointing record personally or through the member's agent. Section states no default appointment duration, proxy-specific revocation/death/incapacity rule, or irrevocability formula; future-consent directions may pass through proxy/agent (§ 183.0407(4)) |
Unless written agreement varies: all affected members consent; one or more written consents describe action, each member signs, and delivery is to LLC for records. Consenter may direct future time/event effectiveness, including through proxy/agent, if then a member and not previously revoked; consent revocable before effectiveness unless its text says otherwise. No separate electronic-signature rule (§ 183.0407(4)) |
Default no-meeting route is unanimous, so no general nonsigner notice follows; if agreement permits nonunanimous action, § 183.0407 states no general post-action notice. LLC retains records of member/manager votes and consents for 3 years; agreement cannot vary required information. Procedure does not establish substantive transaction validity or remedy (§§ 183.0105(3)(h), 183.01075(6), 183.0407) |
| Wyoming verified 2026-08-30 | Wyoming Limited Liability Company Act, Wyo. Stat. Title 17 ch. 29; ordinary domestic member- and manager-managed LLCs. Articles or agreement select management form; member consent, manager decisions, proxies/agents, and transferees are distinct (§§ 17-29-101-.102, -407) |
Articles and operating agreement may vary management form and § 407 member/manager rules; agreement governs member/manager relations, voting rights, activity, and amendment method within § 110's limits. Agreement controls internally over conflicting effective filings; outsiders may rely on filing (§§ 17-29-110, -112, -407) |
Pre-7/1/2010 LLC: 'majority of members' generally means >50% membership interests by adjusted capital contributions unless agreement/articles change it. Post-6/30/2010 LLC: per-capita majority. Equal rights have statutory/IRS-election exceptions; transfer alone gives no vote (§§ 17-29-102(a)(xxv), -407(b), -502) |
Member-managed ordinary-course difference: formation-sensitive member majority; outside-course act and agreement amendment: all members. Manager-managed ordinary-course difference: manager majority; all members approve listed all/substantially-all property, article 10 transaction, other outside-course, and agreement-amendment categories (§ 17-29-407(b)-(c)) |
Act states no general member-meeting caller, notice content/timing/method, waiver, quorum, adjournment, annual-meeting, or record-date rule. Articles/agreement/other law supply live-meeting procedure; Article 4 member-consent action may occur without meeting (§§ 17-29-110(a), -407(d)) |
Act states no general telephone, video, communications-equipment, remote-presence, identity, or retained-ballot rule for LLC member meetings. Articles, operating agreement, and other applicable law must supply remote procedure (§§ 17-29-110(a), -407(d)) |
Member may appoint proxy or other agent to consent or otherwise act by signing an appointing record personally or through the member's agent; record/signature may be electronic. Act states no general delivery, duration, revocation, death/incapacity, or irrevocability rule (§§ 17-29-102(a)(xviii)-(xix), -407(d)) |
Article 4 action requiring member consent may be taken without meeting at governing threshold; section states no direct-consent record/signature requirement. Electronic form applies to signed proxy record. No general counterpart, delivery, collection-period, future-time/event, or pre-effectiveness-revocation rule (§§ 17-29-102(a)(xviii)-(xix), -407(d)) |
No general post-action notice to nonconsenting/nonvoting members or vote/proxy/consent retention period. Manager-managed LLC must, upon demand, provide member known material information before consent is given/withheld; other information rights apply. Validity, duties, remedies, and substantive transactions remain separate (§ 17-29-410) |
Every jurisdiction we can source is here: 50 of 51, verified against the statute. Ohio is absent because the state publishes no official statute text we are permitted to read and quote, and we will not fill the gap from a secondary source. If that changes, the row goes up.
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