Running an LLC means making decisions—sometimes big ones that affect your company's future. When you open that business bank account, buy property, or change who can sign checks, you'll need more than a handshake or email thread to make it official. That's where LLC resolutions come in.

hink of a resolution as your business decision in writing. It's the document that proves you followed your own rules, got the right approvals, and gave someone legitimate authority to act. Banks won't let you open accounts without one. Title companies hold up closings until you produce one. And if you ever end up in court, these papers might be the only thing standing between your personal assets and a judgment.

What Is an LLC Resolution?

Picture meeting minutes that actually matter. That's essentially what you're creating when you draft an LLC resolution—a permanent record that your members or managers voted on something specific and authorized someone to make it happen.

Business owner submitting LLC documents to a bank representative

The document itself captures the basics: what you decided, when the vote happened, who approved it, and who's allowed to execute the decision. You're not establishing broad company policies here. Your operating agreement already handles that. Instead, you're applying those existing rules to one particular situation that needs formal approval.

Here's a concrete example of how this plays out. Let's say your operating agreement states that equipment purchases exceeding $40,000 need member approval. When you want to buy a $55,000 delivery van, you'd draft a resolution documenting that your members reviewed the purchase, voted to approve it, and authorized your manager to sign the paperwork with the dealer.

Banks and government offices don't just want your word that someone can act for the company. They need documentary proof that the person signing documents actually has that power. Resolutions provide exactly that verification. When a title company asks for one before closing on a property purchase, they're protecting themselves from claims that the signer had no authority to bind your LLC.

Most states don't force LLCs to maintain resolutions the way corporate law requires formal board minutes for corporations. You've got flexibility in how you document decisions. But here's the reality check: try conducting business without them. Your bank will turn you away. Lenders will reject loan applications. Vendors handling large transactions will refuse to work with you.

Smart LLC owners document major decisions regardless of what state law requires. Why? Because maintaining these records demonstrates you're running a real business, not treating the LLC as a personal piggy bank. If someone sues and tries to pierce your liability protection, a file full of properly executed resolutions shows you respected the corporate form. Courts look more favorably on LLCs that maintain clear boundaries between business and personal affairs.

The contrast with your operating agreement matters. That agreement sets up your governance structure—maybe it says members holding 60% of interests can approve major decisions, or perhaps your manager handles day-to-day choices while members vote on anything involving real estate. Those are your standing rules. A resolution then says "on April 12, 2026, we applied that rule and here's what we decided about the warehouse on Oak Street."

LLC members reviewing and approving a formal business resolution

When Your LLC Needs a Resolution

Walk into any bank to open a business account and the banker will slide a form across the desk asking for your LLC resolution. Every single time. They want written confirmation that you (and your co-members, if any) actually authorized the account and agreed on who gets to sign checks.

This banking requirement extends beyond initial account setup. Adding your new office manager as an authorized signer? Resolution. Removing your former business partner who left the company? Resolution. Switching check-signing authority from "any one member" to "two signatures required"? You guessed it—resolution.

Real estate deals absolutely require them. When your LLC buys an office building, the title company won't close without proof that the person signing the purchase agreement can legally bind your company. Same goes for selling property or refinancing. Title insurers don't care that everyone verbally agreed—they need documentation or the transaction stops.

Lenders are equally demanding. Apply for a $100,000 equipment loan and the bank wants two things confirmed through a resolution: that your LLC members approved taking on this debt, and that the person signing the promissory note has authorization to do so. Commercial credit lines, SBA loans, vehicle financing—they all trigger this requirement.

Creating officer positions often surprises LLC owners who thought they'd avoid corporate formalities. But when a vendor asks "who's your president?" or a client wants to verify someone's title, you'll want that appointment documented. A resolution naming Sarah as President or designating Marcus as Treasurer makes those titles official rather than decorative.

Major purchases outside your normal business operations deserve formal approval. Buying out a competitor for $200,000? Acquiring a fleet of trucks when you've previously leased? Signing a ten-year warehouse lease? These decisions carry enough weight that you want crystal-clear records of who approved them and under what terms.

Changes in membership absolutely need documentation. When Elena sells her 30% interest to Jason, that resolution creates the official record of when ownership transferred. Admitting new members, removing existing ones, or redistributing ownership percentages—all of these warrant formal documentation that protects everyone involved.

Significant contracts benefit from resolution backup even when banks or title companies don't require it. Before signing a three-year exclusive supplier agreement or a partnership deal that commits your LLC to major obligations, document that you followed proper approval procedures. If things go south later, you'll want proof that the contract was properly authorized.

How to Write an LLC Resolution

Start with a descriptive title up top—something like "Resolution to Authorize Equipment Purchase" or "Resolution for Bank Account and Check Signers." Include your LLC's full legal name (the exact one on your articles of organization) and the current date.

Your opening paragraph should establish the context. For in-person meetings, note where and when members gathered. For written consent resolutions—where members approve something without actually meeting—state that members or managers consented in writing. Something like: "The undersigned members of Riverside Construction LLC hereby adopt this resolution through written consent dated May 3, 2026."

Now come the "WHEREAS" clauses that set up background and justification. These aren't legally mandatory, but they add professionalism and context:

"WHEREAS, the LLC needs a commercial checking account at Valley Bank to handle daily operations; and

WHEREAS, the operating agreement requires member approval to designate individuals with check-signing authority..."

These clauses basically explain "here's why we're doing this" to anyone reading the document later.

The resolution itself—often starting with "RESOLVED" or "BE IT RESOLVED"—contains your actual decision in specific language. Vague wording causes problems. Compare these two versions:

Weak: "John can sign contracts for the company."

Strong: "John Martinez, Managing Member, is authorized to execute vendor contracts on behalf of Riverside Construction LLC for transactions valued up to $30,000 per contract."

See the difference? The second version specifies who, what type of contracts, what dollar limit, and the person's role. No ambiguity about the scope of authority.

Add any conditions or limitations right in the resolution. If the authority expires after one year, say so. If it only applies to contracts with suppliers but not customers, spell that out. Future disputes often hinge on what the resolution actually authorized versus what someone assumed it covered.

Document the voting results. Multi-member LLCs should show individual votes or percentage approval: "Approved by members holding 82% of membership interests" or "Approved unanimously, 3-0." Single-member LLCs simply state "Approved by sole member."

Signature blocks close out the document. Every member or manager participating in the vote signs and dates at the bottom. Print names underneath each signature—yes, even though that feels redundant, it prevents confusion when someone can't read the signature six months later.

Format matters more than you might think. Type the document rather than handwriting it. Use consistent fonts throughout. Include section breaks so it doesn't look like one giant paragraph. Banks and title companies judge credibility partly on appearance, whether that's fair or not.

Common mistakes to avoid: forgetting to date the document, using "ABC Company" when your legal name is "ABC Company, LLC," combining unrelated decisions into one resolution (keep them separate—one decision per resolution), having members sign without specifying their ownership percentage or role, and using vague terms like "appropriate authority" instead of defining exact parameters.

Keep each resolution focused on one decision. Don't create a "Resolution to Open Bank Account, Buy Equipment, and Hire a Manager"—that's actually three different resolutions. Separate documents make it easier to share the relevant one with third parties without revealing unrelated business decisions.

Prepared LLC resolution document with signature lines on desk

Sample LLC Resolution for Signing Authority

Here's a complete example showing proper structure for authorizing who can sign contracts:

RESOLUTION OF SUMMIT VENTURES LLC

Granting Contract Signing Authority

Adopted: March 15, 2026

The undersigned constitute all members of Summit Ventures LLC (the "Company"), a Delaware limited liability company, and hereby approve the following resolution through written consent:

WHEREAS, daily business operations require the Company to execute various contracts, agreements, and related documents with vendors, clients, and service providers; and

WHEREAS, the members recognize the necessity of designating specific individuals with clear authority to sign documents that legally bind the Company; and

WHEREAS, the operating agreement grants members the power to establish signing authority through formal resolution;

NOW, THEREFORE, THE MEMBERS RESOLVE AS FOLLOWS:

Sarah Chen, who serves as Manager, may execute contracts, purchase orders, and service agreements on the Company's behalf for individual transactions valued at $25,000 or less.
For transactions exceeding $25,000 in value, the Company requires two authorized signatures: Sarah Chen, Manager, plus either David Park or Jennifer Williams, both Members.
This signing authority continues indefinitely until the members modify or withdraw it through a subsequent resolution.
Sarah Chen has authorization to certify copies of this resolution to banks, vendors, government agencies, and other third parties requiring verification of her signing authority.

MEMBER APPROVAL:

This resolution is approved by members holding 100% of membership interests in the Company.

MEMBER SIGNATURES:

_____ Date: ___ Sarah Chen Member (40% interest)

_____ Date: ___ David Park
Member (35% interest)

_____ Date: ___ Jennifer Williams Member (25% interest)

Single-member LLCs simplify this considerably. Change the voting language to "Approved by sole member" and include just one signature block. Everything else remains essentially the same.

Customize every element to match your situation. Maybe you want no dollar limits on manager authority. Perhaps you require three signatures for contracts over $100,000. Maybe signing authority expires annually and requires renewal. Your operating agreement might dictate some of these parameters—check it before drafting.

That certification clause (item 4 above) proves surprisingly useful. Banks routinely ask for "certified" copies of resolutions, meaning someone with authority confirms it's accurate. This language explicitly grants that certification power so you don't need yet another resolution just to certify the first one.

Manager signing an LLC authorization document with other members present

LLC Resolution vs. Corporate Resolution

Corporations operate under tighter documentation rules than LLCs. State corporate statutes typically mandate that boards of directors formally approve certain decisions and document those approvals through resolutions or meeting minutes. Major actions like mergers or dissolution might also require documented shareholder resolutions.

LLCs face fewer requirements. Most state LLC laws don't specify which decisions need written resolutions. Your operating agreement determines what formalities you'll follow. Some LLCs adopt corporate-style governance with regular meetings and extensive documentation. Others take a casual approach, documenting only what banks or other third parties require.

This creates confusion when banks or vendors work primarily with corporations. They'll ask your LLC for a "corporate resolution"—don't let the terminology throw you. They're just requesting a resolution that authorizes whatever action you're taking. The document serves the same function whether you call it a corporate resolution or an LLC resolution.

Content-wise, these documents look nearly identical. Both specify who approved what and who can sign on the company's behalf. The terminology differs slightly—corporations reference "directors" and "shareholders" while LLCs use "members" and "managers"—but the structure stays consistent.

Corporations typically accumulate more resolutions because their legal structure demands it. Corporate directors should document virtually all board decisions. LLCs can be selective, creating resolutions mainly when third parties require them or when recording particularly important choices.

That said, adopting corporate-level formality protects your LLC. Detailed records strengthen the liability shield you created by forming the LLC in the first place. Courts sometimes "pierce the veil" and hold members personally liable when LLCs fail to maintain separation between business and personal affairs. Regular resolutions demonstrate you're treating the LLC as a legitimate business entity, not a personal alter ego.

I tell LLC clients to document major decisions even when nobody's forcing them to. The time investment is minimal. During litigation, those resolutions become evidence that your LLC operated as a real business. I've watched that documentation save clients from personal liability in cases where less-organized companies got destroyed. The judge sees your resolution file and recognizes someone was running a proper business, not playing pretend
— Michael Richardson

Free LLC Resolution Templates by Type

Banking Resolutions

These handle account opening, signer changes, or account closures. Plug in your LLC name, specify which bank, identify the account type, and name who gets signing authority. Multi-member LLCs should clarify whether one signature suffices for transactions or if you require multiple signers.

State-specific considerations barely matter for banking resolutions. Banks follow their own policies more than state law variations. That said, verify your operating agreement doesn't impose special voting requirements for financial decisions.

Real Estate Resolutions

Property transactions demand resolutions identifying the property by complete address and legal description, stating whether your LLC is purchasing or selling, naming who can sign closing documents, and specifying the approved price or acceptable price range.

State requirements vary more here. Florida imposes additional documentation for some LLC property transfers. Texas has particular notarization expectations. Check with your title company about local practices before drafting.

Contract Authority Resolutions

These grant power to execute specific contracts or entire categories. Define which contracts (vendor agreements, client contracts, partnership deals), set any dollar thresholds, and specify whether the authority covers one particular contract or applies broadly going forward.

Consider separating one-time major contracts from ongoing authority. A resolution authorizing your operations manager to sign routine supplier contracts under $8,000 differs fundamentally from one approving a specific $750,000 partnership agreement.

Member Action Resolutions

These document adding new members, transferring membership interests, or members exiting the company. Include ownership percentages, capital contributions, and any conditions attached to the change.

State law significantly impacts member changes. Some states require you to amend your articles of organization when membership shifts. Your resolution should reference compliance with both your operating agreement and applicable state requirements.

Hiring and Appointment Resolutions

These formalize officer appointments—president, treasurer, secretary—or key employee hiring. Specify the title, responsibilities, compensation structure if relevant, and term length.

Even single-member LLCs benefit from officer appointments when vendors expect traditional corporate structure. The resolution legitimizes those titles and clarifies each officer's authority.

Loan and Financing Resolutions

These authorize borrowing money, signing promissory notes, or granting liens on company assets. Lenders often provide their own resolution template but might accept yours if it covers essential elements: exact loan amount, lender name, authorized signer, and approval to pledge specific collateral.

LLC Resolution Requirements by Action Type

Action/Decision

Resolution Required?

Typical Signers

Common Use Cases

Opening bank accounts

Banks mandate it

All members or managers depending on operating agreement

First business account, adding savings accounts, switching banks

Real estate transactions

Title companies demand it

Authorized member or manager designated in resolution

Purchasing office space, selling rental property, refinancing building

Signing authority changes

Banks require for account changes

All members voting to grant/modify authority

Adding bookkeeper as signer, removing ex-partner, changing dual-signature requirements

Loans and financing

Lenders always require

All members or percentage specified in operating agreement

Business credit lines, equipment loans, SBA financing

Admitting/removing members

Operating agreement may require; best practice regardless

All existing members

Adding new partners, buyouts, inheritance transfers

Major purchases

Best practice for amounts exceeding operating agreement thresholds

Members or managers per governance structure

Equipment over $50K, acquiring competitors, multi-year facility leases

Appointing officers/managers

Recommended even if not required

Members in member-managed LLCs; managers in manager-managed

Designating president and treasurer, hiring general manager with authority

Significant contracts

Advisable for unusual or high-value agreements

Member or manager authorized for that category

Partnership agreements, exclusive supplier deals, licensing arrangements

Frequently Asked Questions About LLC Resolutions

Does a single-member LLC need resolutions?

Absolutely, even though you're the only person voting. Banks and lenders require them regardless of how many members you have. Beyond satisfying third-party requirements, resolutions help prove your LLC operates separately from your personal affairs. This documentation strengthens your liability protection by demonstrating you maintain proper boundaries and follow business formalities. Courts scrutinize single-member LLCs more carefully when someone challenges the liability shield—your resolution file provides evidence you're running a legitimate business, not using the LLC as personal window dressing. The IRS also respects single-member LLCs more when you maintain clear corporate formalities.

Do LLC resolutions need to be notarized?

Generally no—member or manager signatures make resolutions legally valid without notarization. However, specific third parties might request notarized versions for their own policies. Real estate transactions more commonly involve notarization expectations from title companies. When someone asks for notarization, it's typically faster to comply than debate legal requirements. Keep blank resolution templates on hand so you can execute them before a notary public when situations require it. Some LLC owners proactively notarize important resolutions just to avoid potential pushback later.

How long should you keep LLC resolutions?

Forever, essentially. Treat resolutions as permanent company records alongside your articles of organization and operating agreement. You might need a resolution years after creating it—during business sales, IRS audits, litigation, or when refinancing property. Store resolutions in your LLC records binder along with formation documents and meeting minutes. Maintain both physical copies in a secure location and digital backups in cloud storage or external drives. For resolutions involving real estate or loans, definitely keep them at least seven years after the transaction concludes to satisfy IRS record-keeping rules for tax purposes.

Can an LLC resolution be amended or revoked?

Yes—members or managers can modify or eliminate previous resolutions by adopting new ones that explicitly reference the original. Your new resolution should identify the earlier one by date and subject, explain what's changing, and follow the same approval procedures you used initially. Example: if you previously authorized Tom to sign contracts up to $20,000, a new resolution could raise that limit to $40,000 or remove his signing authority completely. Make sure to notify third parties relying on the original resolution—like your bank—about any changes, especially when you're revoking someone's authority to sign checks or access accounts.

What's the difference between a resolution and an operating agreement?

Your operating agreement establishes permanent governance rules—who owns what percentage, how voting works, how you distribute profits, who manages operations, and what rights members have. It's your LLC's constitution. A resolution applies those existing rules to make one specific decision on a particular date. The operating agreement might say "real estate transactions require approval from members holding 70% of interests," while a resolution then documents that members holding 85% approved purchasing the warehouse at 450 Commerce Drive on June 8, 2026. The operating agreement creates your rulebook; resolutions record how you followed those rules for individual decisions.

Are verbal resolutions legally binding?

Verbal decisions by LLC members or managers can technically bind the company, but good luck proving what was decided without written documentation. If all three members verbally agree to lease new office space, that decision has legal effect—but convincing the landlord, your bank, or a judge without written proof becomes nearly impossible. Verbal decisions invite disputes when memories differ about approval details or conditions. Practically speaking, while verbal resolutions might bind the LLC internally among members, they're worthless for dealing with banks, vendors, and government agencies, and risky even among members. Always document important decisions in writing to avoid problems that are completely preventable.

LLC resolutions bridge the gap between informal business discussions and legally defensible actions. State law may give you flexibility about when to create them, but practical reality and liability protection make them essential for banking, real estate, loans, and other significant decisions.

Spending fifteen minutes to draft a clear resolution prevents countless headaches when banks process your applications without delays, when title companies close your property deals smoothly, and when disputes arise about who authorized specific actions. Both single-member and multi-member LLCs benefit from maintaining thorough resolution records.

Treat the templates and examples here as starting points, then customize them for your specific situation, operating agreement requirements, and state law. When you're unsure whether a decision warrants a resolution, choose documentation. Those few minutes drafting a resolution today can prevent hours of problems tomorrow.

Store your resolutions securely as permanent records, keep them accessible for when third parties request them, and maintain consistency in how you document decisions. These habits strengthen your LLC's credibility, protect your limited liability status, and create the paper trail proving your business operates as a legitimate, professionally managed entity rather than a personal hobby.