A bank asks for it. A lender asks for it. A co-founder demands one before you sign a lease. And almost nobody can tell you, in plain English, when you actually need an LLC resolution — or whether you need one at all.
Here is the part most guides get wrong: an LLC resolution is rarely required by law. It is required by the people you do business with.
In this guide, you'll learn:
But first, the short definition. An LLC resolution is a written record of a formal decision made by an LLC's members or managers — for example, opening a bank account, taking a loan, or adding a member. It states what was decided, who approved it, and when. That's it.
TL;DR. An LLC resolution is a one-page document recording a specific company decision. Most states do not legally require LLCs to pass resolutions — but banks, lenders, title companies, and investors often ask for one as proof that the person acting had authority to act. Single-member LLCs rarely need them for internal purposes but may still need one for a bank. They almost never need to be notarized.
An LLC resolution is a written record that documents a single, specific decision made by the members (owners) or managers of a limited liability company, confirms that the decision was properly approved, and authorizes someone to carry it out.
Think of it as a snapshot of one decision. Your operating agreement sets the standing rules for how your LLC runs. A resolution applies those rules to one moment in time — "On this date, we agreed to do this specific thing."
You'll also hear a few related terms used loosely. They are not the same:
Note: "LLC resolution," "LLC corporate resolution," "member resolution," and "company resolution" are used interchangeably online. They all mean the same thing — a recorded LLC decision. "Corporate resolution" is borrowed from corporation law; for an LLC, "member resolution" or "manager resolution" is the more accurate term.
Here is the honest answer: in most cases, no state law requires your LLC to pass or keep resolutions at all.
Unlike corporations — which run under more detailed statutory rules for meetings, voting, consent, and recordkeeping — LLCs were designed to operate with far fewer formalities. Your obligations come from two places instead:
That second reason is why resolutions matter in real life. You're not filing them with the state. You're producing them on demand for someone who needs to trust your authority.
Most articles claim that passing resolutions "protects your liability shield" and that skipping them can cost you your limited liability. For LLCs, that is largely false, and several states say so in writing.
Several state LLC acts expressly limit how much these formalities matter — though the exact wording and scope differ by state:
So skipping a resolution will not, by itself, eliminate your liability protection. Veil-piercing rules are state-specific, and courts generally look for more substantial grounds — commingling personal and business money, using the company as a personal piggy bank, inadequate separation between you and the LLC, or fraud.
Note: Two caveats. First, this is jurisdiction-specific — the states above expressly bar courts from treating missing formalities as a piercing factor, but standards vary elsewhere. Second, clean records still help: they're part of showing the LLC is genuinely separate from you. Resolutions just aren't the magic liability shield other guides claim. (Verify current statute text against your state's code before relying on it.)
Recommended reading: The 7 LLC documents that prove ownership
A resolution is worth creating whenever a decision is big, irreversible, or involves an outside party who needs proof of authority.
Here are the situations where you'll most often need one:
For example, take Alex, a SaaS founder from UK (a hypothetical case). He formed a Wyoming LLC and applied to a US lender for a startup loan. Before underwriting, the lender asked for a resolution showing that Alex— the sole member — had authorized the borrowing. One page solved it.
And here's what you don't need a resolution for: ordinary, day-to-day decisions. Buying a laptop, paying a freelancer, renewing a subscription, sending an invoice — none of that needs a formal resolution. Reserve them for the decisions that move the company.
One caveat worth stating plainly: a resolution records approval — it doesn't, by itself, carry out the decision. Adding a member, amending your operating agreement, or dissolving usually takes more than a resolution (an updated agreement, a transfer document, or a state filing). Treat the resolution as the authorization step, not the whole transaction.
Sidenote. A "banking resolution" is just a regular resolution whose single purpose is authorizing a bank account and naming who can operate it. It's one of the most commonly requested resolutions for new LLCs — which is why we've included a ready-made template below.
Who needs to approve a resolution depends on how your LLC is owned and managed.
If you're the only owner, there's no one to vote against you — so internal resolutions are mostly a formality. You won't need them to keep partners aligned, because there are no partners.
But you may still need one for an outside party. A bank opening an account for your single-member LLC may ask for a resolution naming you as the authorized signer. In that case, you sign it yourself, in your capacity as the sole member.
For example, Priya, a freelance designer from Bangalore (another hypothetical), owns a single-member New Mexico LLC. She never writes internal resolutions — but when a traditional bank she approached asked for one, she signed a one-paragraph banking resolution authorizing herself, as sole member, to open and operate the account.
This is where resolutions earn their keep. With two or more owners, a resolution is the written proof that the group actually approved a decision — and that the approval met whatever vote threshold your operating agreement requires.
Your operating agreement controls the vote:
Note: If your operating agreement is silent on a vote, your state's default LLC rules fill the gap. Those defaults vary — some states default to per-member voting, others to voting by ownership share — so it's far better to define it in your agreement than to rely on the state.
In a member-managed LLC, the members approve the matters reserved to them and sign off on them. In a manager-managed LLC, the managers approve and act on matters within their management authority — but members usually keep approval rights over fundamental decisions like amending the operating agreement, admitting a member, or dissolving.
Who actually signs depends on how the decision is taken (meeting vs written consent — see the next section), and you should always follow your operating agreement's voting and signature rules. Match the template to your structure — we've included both below.
A good resolution is short — usually one page. It just needs to be unambiguous about what was decided and who approved it.
Every resolution should contain:
Sidenote. The "WHEREAS / RESOLVED" format is a convention borrowed from corporate and board resolutions. It isn't legally required, but it's a widely recognized drafting convention that makes the document instantly recognizable to banks and lawyers. Our templates use it.
You can draft and pass most resolutions in under 15 minutes. Here's the process.
1. Start from your operating agreement. Check what the decision requires — the vote threshold, who must approve, and any notice rules. Your resolution has to follow your own rules.
2. Draft the resolution. Use a template (below). Fill in the LLC name, the date, the specific decision in the RESOLVED clause, and who's authorized to act.
3. Approve it — by meeting or by written consent. You have two options:
4. Sign or certify it. For a written consent, the members or managers whose approval is required sign the document. For a decision taken at a meeting, record it in the minutes — it can be certified by an authorized member, manager, or recordkeeper. Add the effective date.
5. Store it with your records. Keep it with your operating agreement and formation documents. When a bank or lender asks, you want it in 30 seconds, not 3 days.
Note: Do LLC resolutions need to be notarized? Generally, no. A resolution is an internal document — it's effective once it's properly approved and signed under your operating agreement and state law, without notarization. A specific third party — a bank, or a county recorder for a real-estate deal — may request notarization, but it is not a legal default. Notarize only if asked.
Recommended reading: How to draft an LLC operating agreement
Below are six ready-to-use templates covering the decisions LLCs make most. Copy the text, replace everything in [BRACKETS], and sign. Each one is also available as an editable Word document.
How to use these: These are general-purpose starting points, not legal advice. Replace every bracketed field, delete any clause that doesn't apply, and have a US attorney review anything high-stakes (real estate, financing, ownership changes). Single-member LLCs can delete the voting lines and simply sign. One more thing: a bank, lender, or other third party may require its own resolution or certification form — these templates record your authorization, but they don't replace any filing, agreement, amendment, or bank form needed to complete the transaction.
The all-purpose resolution. Use it for any decision not covered by a more specific template below.
RESOLUTION OF THE MEMBERS OF
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
WHEREAS, the Members of [LLC LEGAL NAME] (the "Company") wish to
authorize the action described below;
NOW, THEREFORE, IT IS:
RESOLVED, that [DESCRIBE THE DECISION IN ONE OR TWO SENTENCES]; and
RESOLVED FURTHER, that [NAME], in their capacity as [Member/Manager],
is authorized to take all actions and sign all documents reasonably
necessary to carry out this resolution.
The foregoing was approved by the required vote of the Members on the
date written above.
_________________________ _________________________
[MEMBER NAME], Member [MEMBER NAME], MemberThe most-requested resolution for new LLCs. It authorizes opening an account and names who can operate it.
BANKING RESOLUTION OF
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
RESOLVED, that the Company open one or more deposit accounts with
[BANK NAME] (the "Bank"); and
RESOLVED FURTHER, that [NAME OF AUTHORIZED PERSON], as [Member/Manager]
of the Company, is authorized to open such accounts, to sign checks and
authorize transactions [up to $[LIMIT] per transaction / without limit —
choose one], and to execute any documents the Bank requires to establish
and maintain the accounts; and
RESOLVED FURTHER, that the Bank is authorized to rely on this resolution
until it receives written notice of any change.
Approved by the required vote of the Members on the date written above.
_________________________ _________________________
[MEMBER NAME], Member [MEMBER NAME], MemberNote: Not every bank requires this. Many online banks popular with non-residents (Mercury, Wise, Relay) open accounts using your formation documents and EIN instead.
Grants a specific person authority to sign contracts and bind the LLC. Frequently requested by vendors and counterparties.
RESOLUTION GRANTING SIGNING AUTHORITY
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
RESOLVED, that [NAME] (the "Authorized Signatory") is authorized to
execute, on behalf of the Company, the following: [DESCRIBE — e.g., "any
contract, agreement, or instrument up to $[AMOUNT]" or "the agreement
with [COUNTERPARTY] dated [DATE]"]; and
RESOLVED FURTHER, that any third party may rely on the signature of the
Authorized Signatory as binding the Company, until that third party
receives written notice that the authority has been revoked or modified.
Approved by the required vote of the Members on the date written above.
_________________________ _________________________
[MEMBER NAME], Member [MEMBER NAME], MemberA simplified version with no voting language — because there's only one owner.
RESOLUTION OF THE SOLE MEMBER OF
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
The undersigned, being the sole Member of [LLC LEGAL NAME], hereby
resolves as follows:
RESOLVED, that [DESCRIBE THE DECISION]; and
RESOLVED FURTHER, that the sole Member is authorized to take all actions
and sign all documents necessary to carry out this resolution.
_________________________
[MEMBER NAME], Sole MemberFor manager-managed LLCs, where the appointed manager (not the members) acts.
RESOLUTION OF THE MANAGER(S) OF
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
RESOLVED, that the Manager(s) of [LLC LEGAL NAME], acting within the
authority granted by the Company's Operating Agreement, approve the
following: [DESCRIBE THE DECISION]; and
RESOLVED FURTHER, that [MANAGER NAME] is authorized to execute all
documents necessary to carry out this resolution.
The undersigned certify that this action is within the Manager(s)'
authority and does not require separate Member approval under the
Operating Agreement or applicable law.
_________________________
[MANAGER NAME], ManagerThe first decisions a new LLC records — adopting the operating agreement, appointing managers, and authorizing the bank account and EIN. Many founders adopt these right after formation.
INITIAL RESOLUTIONS OF
[LLC LEGAL NAME], a [STATE] Limited Liability Company
Date: [DATE]
RESOLVED, that the Operating Agreement presented to the Members is
adopted as the Operating Agreement of the Company;
RESOLVED, that the persons identified in the Company's Operating
Agreement or membership schedule are recognized and admitted as the
Members of the Company in accordance with that agreement and applicable
law;
RESOLVED, that the Company apply for an Employer Identification Number
(EIN) from the Internal Revenue Service;
RESOLVED, that the Company open a business bank account and that
[NAME] is authorized to do so; and
RESOLVED FURTHER, that the [Members/Managers] are authorized to take any
further action necessary to organize and operate the Company.
_________________________ _________________________
[MEMBER NAME], Member [MEMBER NAME], MemberNote: Formation sequences differ. If your LLC was set up by an organizer rather than the members signing directly, you may need an organizer-action version; a single-member LLC can use a one-signer version. Adjust the signatures to match who actually held authority at formation.
If you're a non-US resident, this is the section that matters most — because whether you need a banking resolution depends entirely on where you bank.
A quick terminology note: Mercury, Wise, and Relay are financial-technology platforms, not banks themselves — they provide banking services through partner banks. Most founders call them "online banks," but that's the setup behind them.
These platforms usually verify your authority from your formation documents, EIN, and ownership/control information rather than a separate banking resolution./
Traditional US banks (Chase, Bank of America, Wells Fargo, and the like) lead with formation documents, EIN, ID, and signer information. Some also ask you to sign a banking resolution — often their own form — depending on the bank, the account, your state, and your ownership structure. It's not universal, but it's common enough to have one ready.
Either way, having a banking resolution ready (template #2 above) costs you nothing and removes one possible point of friction.
Banking disclaimer: Bank account eligibility for foreign-owned LLCs varies by institution and is subject to each bank's internal policies. StartFleet does not guarantee bank account approval. Information about specific banks (Mercury, Wise, Relay) is accurate as of publication but may change.
Recommended reading: How to open a US business bank account as a non-resident
It depends on where you bank. Platforms like Mercury and Relay usually verify authority from your formation documents, EIN, and ownership details rather than a resolution; Wise may ask for an authorization letter or resolution if the person opening the account isn't an owner or director. Some traditional banks ask you to sign a banking resolution — often their own form. Having one ready (template #2 above) avoids delays.
In most states, no. State law generally doesn't require LLCs to pass or keep resolutions — unlike corporations. The requirement, when it exists, comes from your operating agreement or from a third party (a bank, lender, or investor) who wants proof of authority.
Generally no. A resolution is valid once the authorized members or managers sign it. Notarize only if a specific bank, recorder, or counterparty requires it.
No. The operating agreement is your LLC's standing rulebook. A resolution records one specific decision made under those rules. You typically have one operating agreement and many resolutions over the life of the LLC.
Rarely for internal purposes — there's no one to vote against you. But a bank or lender may still ask for a resolution naming you as the authorized signer, which you sign as the sole member (template #4).
In a member-managed LLC, the members sign. In a manager-managed LLC, the appointed manager(s) sign. For a single-member LLC, the sole member signs.
In everyday use they're often used interchangeably. Technically they come from different bodies of law — corporation governance vs LLC governance — so the governing documents and who approves them differ. For an LLC, "member resolution" or "manager resolution" is the precise term; "corporate resolution" is corporation terminology people apply to LLCs out of habit.
Yes. Most state LLC laws and operating agreements allow "action by written consent" — members approve by signing the resolution instead of meeting. This is how most small LLCs operate.
If a bank, lender, or partner has asked you for a resolution, the fastest path is template #1 or #2 above: fill in the brackets, sign, and send. If you're forming a new LLC, adopt the initial resolutions (template #6) so your operating agreement, EIN, and bank account are all authorized from day one.
And if you'd rather not assemble any of this yourself, that's what we do. StartFleet forms your US LLC, gets your EIN, and helps you set up your bank account, so the paperwork isn't your problem. Formation runs about 9–12 business days and our Express EIN service is an estimated 11–14 business days; bank review and approval are always up to the institution. Get started →
Kathleen Schweitzer is an international taxation expert, providing strategic counsel to businesses with complex compliance, tax and financial issues in an effort to help them grow their business globally. She often gives lecture on U.S. tax developments, transfer pricing, taxes on the sale of goods and services, U.S. tax policy development, taxation of internet commerce and multi-jurisdictional global tax planning. Kathleen enjoys reading, photography, cooking and spending time with her husband and eleven-year-old daughter.
Building an online business is a lonely endeavor.
Join our newsletter to get stories of successful global entrepreneurs on how they build their online business.
