LLC Resolutions Template: Document Important Decisions in 2026

LLC resolutions create a paper trail of important business decisions. While not always legally required, they protect your limited liability status, satisfy banks and lenders, and prevent disputes among members. Here's everything you need to know.

⚠️ Legal Disclaimer

This is educational content, not legal advice. LLC requirements vary by state. Consult an attorney for your specific situation.

What Is an LLC Resolution?

An LLC resolution is a formal document that records a significant business decision made by the members or managers. It serves as:

Proof of authorization — Shows who approved what and when
Corporate veil protection — Demonstrates you're treating the LLC as a separate entity
Third-party requirement — Banks, lenders, and partners often require resolutions
Internal record — Prevents "he said, she said" disputes among members

When Do You Need an LLC Resolution?

Situations Requiring Resolutions

Situation	Who Typically Requires It	Priority
Opening a bank account	Banks (almost always)	Required
Taking out a loan	Lenders (always)	Required
Adding a new member	Operating agreement, state law	Required
Member withdrawal/removal	Operating agreement, state law	Required
Selling major assets	Operating agreement, buyers	Recommended
Entering contracts > $X	Operating agreement, partners	Recommended
Electing S-Corp taxation	IRS (Form 2553)	Required
Hiring executives	Operating agreement	Recommended
Dissolving the LLC	State law	Required

When Resolutions Are NOT Required

Routine operational decisions (hiring regular employees, paying bills)
Day-to-day business activities within normal scope
Minor purchases within budget authority
Contract renewals under existing terms

Check your operating agreement — it may specify thresholds for when resolutions are required.

Resolution Templates by Type

1. Banking Resolution Template

RESOLUTION TO OPEN BANK ACCOUNT

[LLC NAME]
Member/Manager Resolution

DATE: [Date]

The undersigned, being [all members / a majority of members / the 
manager(s)] of [LLC NAME], a [State] limited liability company, hereby 
resolve as follows:

RESOLVED, that [LLC NAME] shall establish a banking relationship with 
[BANK NAME] and open [account type(s): checking, savings, etc.];

RESOLVED, that [Person Name] is authorized to:
  a) Open and close accounts on behalf of the LLC
  b) Execute all documents required by the bank
  c) Designate additional signatories on the accounts
  d) Negotiate and accept terms, fees, and services

RESOLVED, that the following individuals are authorized signatories 
on said accounts with [sole/joint] signing authority:
  1. [Name, Title]
  2. [Name, Title]

RESOLVED, that this resolution shall remain in effect until revoked 
by subsequent resolution.

RESOLVED, that any officer or member is authorized to certify these 
resolutions to the bank.

[Signature blocks for all voting members/managers]

________________________   ________________
[Name], [Title]            Date

________________________   ________________
[Name], [Title]            Date

CERTIFICATION

I, [Name], [Title] of [LLC NAME], hereby certify that the above 
resolution is a true and correct copy of the resolution adopted by 
the [members/managers] on [Date], and that such resolution is in 
full force and effect.

________________________   ________________
[Name], [Title]            Date

2. Loan Authorization Resolution

RESOLUTION TO BORROW FUNDS

[LLC NAME]
Member/Manager Resolution

DATE: [Date]

WHEREAS, [LLC NAME] desires to obtain financing for [purpose];

WHEREAS, the [members/managers] have determined that such financing 
is in the best interests of the company;

NOW, THEREFORE, BE IT RESOLVED:

1. The LLC is authorized to borrow up to $[amount] from [Lender Name] 
   on terms to be negotiated;

2. [Person Name] is authorized to:
   a) Negotiate loan terms, interest rates, and repayment schedules
   b) Execute loan documents, promissory notes, and security agreements
   c) Grant security interests in LLC assets as collateral
   d) Execute any modifications, extensions, or renewals

3. The loan proceeds shall be used for [specific purpose];

4. The [members/managers] ratify all actions taken by the authorized 
   representative in connection with this loan;

5. This resolution supersedes any prior resolutions regarding borrowing 
   authority.

[Signature blocks]

APPROVED BY:

________________________   ________________
[Name], [Title]            Date

________________________   ________________
[Name], [Title]            Date

3. New Member Admission Resolution

RESOLUTION TO ADMIT NEW MEMBER

[LLC NAME]
Member Resolution

DATE: [Date]

WHEREAS, [Prospective Member Name] has applied for membership in 
[LLC NAME];

WHEREAS, the current members have reviewed the application and 
conducting due diligence;

WHEREAS, the members have determined that admitting [Name] is in 
the best interests of the LLC;

NOW, THEREFORE, BE IT RESOLVED:

1. [New Member Name] is hereby admitted as a member of [LLC NAME] 
   effective [date];

2. [New Member Name] shall receive a [X]% membership interest in 
   exchange for [capital contribution amount / services / other];

3. The Operating Agreement is hereby amended to reflect:
   a) The new member's ownership percentage
   b) Updated profit and loss allocations
   c) Updated voting percentages
   d) Updated capital account balances

4. [Person Name] is authorized to:
   a) Execute amended Operating Agreement
   b) Update membership records and certificates
   c) File any required amendments with the state
   d) Update tax documentation (K-1s, etc.)

5. The new member shall have full rights and obligations as 
   specified in the Operating Agreement.

[Signature blocks for all existing members]

CONSENTING MEMBERS:

________________________   ______% Interest   ______________
[Name]                                      Date

________________________   ______% Interest   ______________
[Name]                                      Date

NEW MEMBER CONSENT:

I, [New Member Name], hereby accept membership in [LLC NAME] and 
agree to be bound by the Operating Agreement and all amendments.

________________________   ________________
[New Member Name]          Date

4. S-Corp Election Resolution

RESOLUTION TO ELECT S-CORPORATION TAX STATUS

[LLC NAME]
Member Resolution

DATE: [Date]

WHEREAS, [LLC NAME] qualifies for S-Corporation tax treatment under 
IRC § 1361;

WHEREAS, the members have determined that S-Corp treatment will 
benefit the company and its members;

NOW, THEREFORE, BE IT RESOLVED:

1. [LLC NAME] hereby elects to be taxed as an S-Corporation under 
   IRC § 1362(a), effective [tax year start date, usually January 1];

2. [Person Name] is authorized to:
   a) Execute and file IRS Form 2553 (Election by a Small Business 
      Corporation)
   b) File any required state S-Corp elections
   c) Take all actions necessary to effectuate this election

3. All members consent to this election and acknowledge:
   a) S-Corp status requires reasonable compensation for working 
      members
   b) Distributions must be proportionate to ownership
   c) S-Corp status may be terminated if eligibility requirements 
      are violated

4. The members direct [Person Name] to maintain necessary records 
   and ensure ongoing S-Corp compliance.

[Signature blocks for ALL members — consent requirement]

ALL MEMBERS MUST SIGN:

________________________   ________________
[Name], [Ownership %]      Date

________________________   ________________
[Name], [Ownership %]      Date

________________________   ________________
[Name], [Ownership %]      Date

Note: IRS Form 2553 must be filed within 2 months and 15 days of 
the desired effective date, or by March 15 for calendar-year LLCs 
seeking January 1 effective date.

5. Contract Authorization Resolution

RESOLUTION TO AUTHORIZE CONTRACT

[LLC NAME]
Member/Manager Resolution

DATE: [Date]

WHEREAS, [LLC NAME] desires to enter into [describe contract type] 
with [Counterparty Name];

WHEREAS, the material terms of said contract are as follows:
  - Contract value: $[amount]
  - Term: [duration]
  - Key obligations: [brief summary]

WHEREAS, the [members/managers] have reviewed the contract and 
determined it to be in the best interests of the company;

NOW, THEREFORE, BE IT RESOLVED:

1. [LLC NAME] is authorized to enter into the contract with 
   [Counterparty Name] on the terms presented;

2. [Person Name] is authorized to:
   a) Execute the contract and all related documents
   b) Negotiate non-material modifications
   c) Execute amendments, extensions, and renewals

3. This authorization is limited to the specific contract described 
   herein and does not constitute blanket authority for future 
   agreements.

[Signature blocks]

________________________   ________________
[Name], [Title]            Date

________________________   ________________
[Name], [Title]            Date

Resolution Best Practices

1. Keep Originals Safe

Store in company records book or digital system
Retain for at least 7 years (longer for major decisions)
Include with annual meeting minutes if applicable

2. Get All Required Signatures

Check operating agreement for signature requirements
Some resolutions require ALL members (S-Corp election)
Others need majority or supermajority
Missing signatures can invalidate the resolution

3. Be Specific

Name specific individuals, amounts, and terms
Avoid vague language like "as needed" or "at their discretion"
Include dollar limits and timeframes

4. Date Everything

Resolution date = when decision was made
Effective date = when action takes effect (can differ)
Signature dates matter for third parties

5. Use Certifications When Required

Banks often want a certification that resolution is still in effect
Include certification clause in original resolution
Have officer/member certify as needed

Resolution vs. Operating Agreement

Aspect	Operating Agreement	Resolution
Purpose	Governs LLC structure and operations	Documents specific decisions
Frequency	Rarely amended	Created as needed
Scope	Comprehensive rules	Single issue/action
Third parties	Rarely shared	Often shared with banks/lenders
Amendment	Formal process, usually unanimous	Superseded by new resolution

"Resolutions don't need to be complicated. A clear statement of what was decided, who approved it, and when — that's 90% of what matters." — Business Attorney, 20+ years

Common Mistakes to Avoid

Not creating resolutions at all — Banks will ask, lenders will require
Missing signatures — Check your operating agreement requirements
Vague language — "Authorized to do whatever" isn't helpful
Not keeping copies — When you need it, you need it fast
Using corporate formalities — LLCs don't have boards or shareholders
Forgetting certifications — Banks often need proof resolution is current

Need Help with LLC Documentation?

Clawporation provides LLC formation, documentation, and compliance services. View our packages or contact us to discuss your business needs.