Legal Question in Business Law in Illinois
Corporations
If I am the only member of an LLC, do I need any type of corporate resolution?
2 Answers from Attorneys
Re: Corporations
Thank you for your question. The short answer is that, yes, you ideally should have some resolutions. In particular, you should have a resolution appointing officers, appointing directors, authorizing the opening of a corporate bank accounts, etc. You may also wish to have documents preparing pertaining to your share/unit interests and any assts (cash, property, etc) that you transferred to the llc. Please let me know if you have any additional questions. You can email me at [email protected].
Thanks, Adam S. Tracy
Re: Corporations
I respectfully disagree with the first answer. My answer is no, you do not need any resolutions for your single member LLC.
LLCs do not have directors (your LLC may have a manager if you set up the LLC as a manager-managed LLC) and nor do they need officers. Furthermore, unlike a corporation, there is no statutory requirement for an annual meeting. Opening a bank account in the LLC name, when you are the only member (or manager) does not require a resolution.
Resolutions in a single member LLC may be appropriate under certain circumstances to record that you approved a particular action, but routine corporate-style resolutions are not required and, in my view, are a complete waste of your time, paper and, if you pay someone to prepare them, money.
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