Overview

LLCs operate differently from corporations when it comes to formal action. While corporate law has well-established procedures for board and stockholder consents, LLC governance is primarily contractual — defined by the operating agreement rather than a default statutory framework. This means that every LLC consent must be carefully mapped to the specific approval requirements in the operating agreement, which may differ significantly from one company to the next.

This template provides a comprehensive written consent package that addresses both manager and member consents, with detailed attention to the consent framework, voting mechanics, conflict-of-interest procedures, and record-keeping requirements that LLCs need to maintain a clean governance record. It covers both Delaware (DLLCA) and Florida (Chapter 605) LLC statutes, the two most common jurisdictions for startup and entrepreneurial LLCs.

What This Template Covers

Consent Framework and Authority. Maps the consent to the operating agreement’s specific approval provisions, identifies the statutory authority under DLLCA or Florida Chapter 605, distinguishes between manager-managed and member-managed governance structures, establishes threshold requirements for different action categories, and sets the record date for determining who has the right to consent.

Manager and Member Consent Tiers. Separates actions requiring manager or board consent (officer appointments, compensation, contracts, banking, litigation, ordinary course matters) from those requiring member consent (admission of members, operating agreement amendments, mergers, dissolution, capital calls, distributions, related-party transactions, sale of substantially all assets). Includes a supermajority tier for the most consequential decisions.

Consent Solicitation Process. Provides a structured solicitation framework including notice requirements, information delivery, deliberation periods, question-and-response procedures, withdrawal rights, and confidentiality protections for proposals — ensuring that the consent process is fair and defensible even when action is taken without a meeting.

Voting and Percentage Interest Calculations. Addresses the frequently confusing question of how voting interests are calculated in an LLC context, covering per capita versus economic interest voting, diluted versus undiluted calculations, treatment of transferred but not yet admitted interests, and the distinction between assignee and member voting rights.

Conflict of Interest and Recusal. Provides safe-harbor procedures for interested-member and interested-manager transactions, including disclosure requirements, independent approval mechanics, fairness standards, and recusal procedures — essential governance protections that many LLC operating agreements address inadequately.

Record Keeping and Certification. Establishes requirements for secretary or manager certification of consents, filing with company records, notice to non-consenting members, minute book maintenance, and an annual consent register — creating the documented governance record that investors, lenders, and counterparties expect to see.

Why Entrepreneurs Need This

Many LLCs operate informally, making decisions by email or verbal agreement without documented consents. This creates serious problems when the company seeks investment, needs to enforce decisions against a dissenting member, or faces litigation challenging the validity of a corporate action. A proper written consent package ensures that every significant LLC action is documented with the same rigor that a well-run corporation would bring to board and stockholder consents — and that the consent can withstand scrutiny years later.

Key Provisions

Operating Agreement Cross-Reference. Maps every consent action to the specific operating agreement provision that requires approval, the threshold needed, and the voting methodology — preventing the common error of taking action under the wrong approval standard.

Dual-Jurisdiction Coverage. Addresses both Delaware and Florida LLC statutes, highlighting the differences in default consent rules, written consent procedures, and notice requirements — critical for companies that may be formed in one state but operating in another.

Partial Consent Mechanics. Covers situations where fewer than all members or managers consent, with procedures for determining when the required threshold has been achieved and providing notice to non-consenting parties.

When to Use This Template

Use this package whenever an LLC needs formal member or manager approval for a significant action. Common triggers include admitting new members, amending the operating agreement, approving capital calls or distributions, authorizing major contracts or transactions, approving related-party transactions, electing or removing officers, and any other action that the operating agreement designates as requiring written consent. The template should be customized to match the specific approval requirements and governance structure in the company’s operating agreement.

Part of the Montague Law Entrepreneur Forms Library — the largest free startup legal template library available.