Organizational Minutes - LLC

MINUTES OF ORGANIZATIONAL MEETING

OF THE MEMBERS

OF [COMPANY NAME], LLC

(a [State] Limited Liability Company)

Date: [DATE]
Time: [TIME]
Location: [ADDRESS or "By Written Consent" or "Via Video Conference"]

ATTENDANCE AND CALL TO ORDER

The organizational meeting of the members of [COMPANY NAME], LLC (the "Company") was held at the above date, time, and location.

Members Present:

Also Present:

• [ORGANIZER NAME], Organizer (if applicable)
• [ATTORNEY NAME], Legal Counsel (if applicable)

[MEMBER 1 NAME] acted as Chairman of the meeting and [MEMBER 2 NAME] acted as Secretary.

The Chairman called the meeting to order and announced that all members were present (or represented), constituting a quorum, and that the meeting was duly convened and ready to transact business.

1. CERTIFICATE OF FORMATION / ARTICLES OF ORGANIZATION

The Chairman presented the Certificate of Formation (or Articles of Organization) of the Company, which was filed with the Secretary of State of [STATE] on [FILING DATE]. A copy of the Certificate of Formation, stamped as filed, is attached hereto as Exhibit A.

RESOLVED, that the filing of the Certificate of Formation and the formation of the Company as a [STATE] limited liability company are hereby ratified and approved.

2. OPERATING AGREEMENT

The Chairman presented a proposed Operating Agreement governing the affairs of the Company and the rights and obligations of the members.

After discussion, the following resolution was adopted:

RESOLVED, that the Operating Agreement attached hereto as Exhibit B is hereby adopted as the Operating Agreement of the Company.

FURTHER RESOLVED, that each member shall execute the Operating Agreement.

FURTHER RESOLVED, that the Operating Agreement shall govern the internal affairs of the Company to the fullest extent permitted by law.

3. MANAGEMENT STRUCTURE

The members confirmed the management structure of the Company as follows:

☐ Member-Managed: The Company shall be member-managed. Each member shall have authority to participate in the management and conduct of the Company's business.

☐ Manager-Managed: The Company shall be manager-managed. The following persons are hereby appointed as the initial Manager(s) of the Company:

RESOLVED, that the management structure of the Company as set forth above is hereby confirmed and approved.

4. APPOINTMENT OF OFFICERS (IF APPLICABLE)

☐ Officers Appointed:

RESOLVED, that the following persons are hereby appointed to serve as officers of the Company, with such titles and duties as specified in the Operating Agreement or as determined by the [Members / Managers]:

☐ No Officers at This Time:

RESOLVED, that the Company shall not appoint officers at this time, and the [Members / Managers] shall perform all management functions.

5. INITIAL CAPITAL CONTRIBUTIONS

The Chairman reported that the members have agreed to make the following initial capital contributions to the Company:

RESOLVED, that the capital contributions set forth above are hereby approved, and the percentage interests allocated to each member as shown above are hereby confirmed.

FURTHER RESOLVED, that the Treasurer (or designated member) is authorized to receive and deposit all capital contributions.

6. MEMBERSHIP UNITS (IF APPLICABLE)

☐ Units Issued:

RESOLVED, that membership interests in the Company shall be represented by units ("Units"), and the following Units are hereby issued to the members:

☐ No Units (Percentage Interests Only):

RESOLVED, that membership interests shall be represented by percentage interests as set forth in the Operating Agreement, and the Company shall not issue membership units at this time.

7. PRINCIPAL OFFICE AND REGISTERED AGENT

RESOLVED, that the principal office of the Company shall be located at:

[PRINCIPAL OFFICE ADDRESS]

FURTHER RESOLVED, that the registered agent and registered office of the Company in the State of [STATE] shall be:

Registered Agent: [REGISTERED AGENT NAME]
Registered Office: [REGISTERED OFFICE ADDRESS]

FURTHER RESOLVED, that the [Members / Managers] are authorized to change the principal office and to designate successor registered agents as they deem appropriate.

8. FISCAL YEAR

RESOLVED, that the fiscal year of the Company shall end on [December 31 / OTHER DATE] of each year.

9. TAX CLASSIFICATION

The Company shall be classified for U.S. federal income tax purposes as follows:

☐ Partnership (default for multi-member LLCs):

RESOLVED, that the Company shall be classified as a partnership for federal income tax purposes, and the Company shall file IRS Form 1065 and issue Schedule K-1s to members.

☐ Disregarded Entity (default for single-member LLCs):

RESOLVED, that the Company shall be treated as a disregarded entity for federal income tax purposes, with all income and expenses reported on the sole member's tax return.

☐ S Corporation:

RESOLVED, that the Company elects to be classified as a corporation and elects S corporation status under Subchapter S of the Internal Revenue Code.

FURTHER RESOLVED, that the [Members / Managers] are authorized to file IRS Form 8832 (Entity Classification Election) and IRS Form 2553 (S Corporation Election) to effectuate this election.

☐ C Corporation:

RESOLVED, that the Company elects to be classified as a corporation (C corporation) for federal income tax purposes.

FURTHER RESOLVED, that the [Members / Managers] are authorized to file IRS Form 8832 (Entity Classification Election) to effectuate this election.

10. PARTNERSHIP REPRESENTATIVE

[For LLCs taxed as partnerships]

RESOLVED, that [NAME] is hereby designated as the Partnership Representative of the Company pursuant to Internal Revenue Code Section 6223 and the Treasury Regulations thereunder.

FURTHER RESOLVED, that the Partnership Representative is authorized to:

• Receive all notices from the IRS concerning audits and examinations
• Represent the Company in all tax proceedings
• Make decisions regarding settlement of tax matters (subject to any limitations in the Operating Agreement)
• Bind the Company and its members with respect to federal tax matters

11. EMPLOYER IDENTIFICATION NUMBER (EIN)

RESOLVED, that the [Members / Managers / Officers] are authorized to apply for and obtain a federal Employer Identification Number (EIN) from the Internal Revenue Service, and to take such other actions as necessary to register the Company with federal, state, and local tax authorities.

12. BANK ACCOUNTS

RESOLVED, that the [Members / Managers / Officers] are authorized to open bank accounts in the name of the Company at such banks or financial institutions as they deem appropriate.

FURTHER RESOLVED, that the following persons are authorized to sign checks and make withdrawals on behalf of the Company:

FURTHER RESOLVED, that all funds of the Company shall be deposited in the Company's bank accounts and shall not be commingled with personal funds of any member, manager, or officer.

13. MEMBERSHIP CERTIFICATES (IF APPLICABLE)

☐ Certificates Issued:

RESOLVED, that the Company shall issue membership certificates to evidence each member's membership interest in the Company.

FURTHER RESOLVED, that the form of membership certificate presented to this meeting is hereby approved and adopted.

☐ No Certificates:

RESOLVED, that the Company shall not issue membership certificates at this time. Membership interests shall be evidenced by the Operating Agreement and the Company's records.

14. QUALIFICATION TO DO BUSINESS

RESOLVED, that the [Members / Managers] are authorized to qualify the Company to do business as a foreign limited liability company in any state or jurisdiction where such qualification is required, and to appoint registered agents and take such other actions as necessary for such qualification.

The Company anticipates doing business in the following states: [LIST STATES]

15. BUSINESS LICENSES AND PERMITS

RESOLVED, that the [Members / Managers / Officers] are authorized to apply for and obtain any business licenses, permits, or authorizations required for the Company to conduct its business.

16. INTELLECTUAL PROPERTY ASSIGNMENTS

RESOLVED, that the [Members / Managers] are authorized to accept assignments of intellectual property (including patents, trademarks, copyrights, trade secrets, and know-how) from the founders and others, and to take such actions as necessary to protect and register such intellectual property in the name of the Company.

FURTHER RESOLVED, that each founding member shall execute an Intellectual Property Assignment Agreement assigning to the Company all intellectual property developed prior to formation that is related to the Company's business.

17. INSURANCE

RESOLVED, that the [Members / Managers] are authorized to obtain such insurance coverage as they deem necessary or appropriate, including:

• General liability insurance
• Professional liability / errors and omissions insurance
• Property insurance
• Workers' compensation insurance (if employees)
• [Other insurance as appropriate]

18. INDEMNIFICATION

RESOLVED, that the Company shall indemnify each member, manager, and officer to the fullest extent permitted by the [STATE] Limited Liability Company Act and the Operating Agreement.

FURTHER RESOLVED, that the Company is authorized to enter into separate Indemnification Agreements with members, managers, and officers as the [Members / Managers] deem appropriate.

19. BOOKS AND RECORDS

RESOLVED, that the Company shall maintain at its principal office complete and accurate books and records as required by the Operating Agreement and applicable law, including:

• A current list of members' names, addresses, and percentage interests
• A copy of the Certificate of Formation and all amendments
• A copy of the Operating Agreement and all amendments
• Copies of tax returns for the prior three (3) years
• Financial statements
• Minutes of meetings and written consents

20. RATIFICATION OF PRIOR ACTS

RESOLVED, that all acts taken by the organizer(s), members, managers, and officers prior to this meeting in connection with the formation and organization of the Company, including without limitation the filing of the Certificate of Formation, are hereby ratified, approved, and confirmed.

21. GENERAL AUTHORIZATION

RESOLVED, that each [Member / Manager / Officer] of the Company is authorized and directed, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, and certificates, and to take any and all actions, as such person may deem necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions.

ADJOURNMENT

There being no further business to come before the meeting, on motion duly made, seconded, and unanimously carried, the meeting was adjourned.

SECRETARY'S CERTIFICATION

I, [NAME], acting as Secretary of this meeting, hereby certify that:

1. The foregoing is a true and correct copy of the minutes of the organizational meeting of the members of [COMPANY NAME], LLC held on [DATE];

2. The resolutions set forth above were duly adopted by the members and remain in full force and effect; and

3. The meeting was duly called and held in accordance with the Operating Agreement and applicable law.

_________________________________________
[NAME], Secretary

Date: ___________________________________

MEMBER ACKNOWLEDGMENT

We, the undersigned members of [COMPANY NAME], LLC, hereby acknowledge and approve the foregoing minutes and the resolutions contained therein.

ATTACHMENTS

☐ Exhibit A - Certificate of Formation (as filed)
☐ Exhibit B - Operating Agreement
☐ Exhibit C - Form of Membership Certificate (if applicable)
☐ Exhibit D - Bank Resolutions
☐ Exhibit E - Intellectual Property Assignment Agreement
☐ Exhibit F - Form of Indemnification Agreement (if applicable)

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