Your LLC’s First Official Act: The Action by Unanimous Consent
Filing Articles of Organization brings your Arizona LLC to life. The organizational resolutions put it to work. This one document approves your Articles, adopts your Operating Agreement, elects your manager, issues the ownership, authorizes the bank account and ratifies everything done before the LLC existed. Here is what it is, why it matters and what every resolution in it does.
Document
Action by Unanimous Consent in Lieu of the Organizational Meeting
Who signs
Every member of the LLC (here, Homer Simpson, the sole member)
When you hire us to form your new Arizona limited liability company with our Silver or Gold LLC formation package, you receive a document that many do-it-yourselfers and online filing services never think about: the Action by Unanimous Consent in Lieu of the Organizational Meeting of the Members. Our packages page calls it the minutes of the first meeting of members. Lawyers call it the organizational resolutions. Whatever the name, it is the paperwork that turns a filing at the Arizona Corporation Commission into a functioning business with a clear owner, a clear decision-maker and a written record of both.
To show you exactly what you get, this article walks through the organizational resolutions for a sample company, World Wide Widgets, LLC, a manager-managed Arizona LLC whose sole member and sole manager is Homer Simpson. Your resolutions are prepared with your company’s name, your members, your managers and your ownership percentages.
Traditionally, a newly formed company holds an organizational meeting. The owners gather around a table, someone calls the meeting to order, motions are made and seconded, votes are taken and a secretary writes minutes. That is how the company formally approves its founding documents and puts its leadership in place.
Arizona law offers a simpler path. Under A.R.S. §29-3407(D), any action that requires the vote or consent of the members or managers of an Arizona LLC may be taken without a meeting if the action is approved by the number of members or managers needed to approve it. Instead of holding a meeting and writing minutes, the members sign a written document that states each decision. Each decision is called a resolution, and the signed document is called an action by consent.
Our document goes one step further than the statute requires. It is signed by all of the members, which is why it is an action by unanimous consent. Unanimous approval means no member can later claim he or she was outvoted, left out or never agreed to how the company was set up. And because it takes the place of the first meeting, it is an action by unanimous consent in lieu of the organizational meeting.
The Old Way: An Organizational Meeting
Schedule a date and give notice to every member
Gather everyone in one place at one time
Make motions, take votes, keep minutes
Someone must write it all up correctly afterward
The KEYTLaw Way: Action by Unanimous Consent
We draft every resolution for you
No meeting, no notice, no travel
Every member signs the same written record
Signing also waives any notice the law might require
Why the Organizational Resolutions Matter
An LLC can legally exist with nothing more than Articles of Organization on file with the Arizona Corporation Commission. But existing and being properly organized are two different things. Here is what the organizational resolutions do for you.
1
Proves who owns the LLC
The Articles of Organization filed with the Arizona Corporation Commission do not state ownership percentages. The resolutions do. They issue the membership interests in writing, so there is a signed record of who owns what from day one. That record matters in a dispute, a divorce, a sale of the business or a death.
2
Proves who is in charge
The resolutions elect the manager and authorize that person to sign contracts, open accounts and act for the LLC. When a bank, title company, lender or landlord asks, “Who has authority to sign for this company?” you have a signed answer.
3
Opens doors at the bank
Banks routinely ask for documents showing who may open and control a company account. The resolutions authorize a bank account, name who signs the checks and approve the bank’s own standard resolutions.
4
Ratifies what you did before the LLC existed
Most owners sign leases, buy equipment or pay expenses before or while the LLC is being formed. The resolutions ratify those pre-formation acts so they become acts of the company.
5
Lets you reimburse yourself properly
The resolutions authorize the LLC to reimburse a member for formation costs, but only with a written request and the receipts the IRS requires. That turns a personal outlay into a properly documented business expense.
6
Shows the LLC is a separate business
Under A.R.S. §29-3304(B), an Arizona LLC’s failure to observe formalities is not by itself a ground for holding a member or manager personally liable for company debts. Even so, a company that keeps organized records, its own bank account and a clear chain of authority is in a far stronger position to show it is a business separate from its owners.
7
Sets up the tax and accounting basics
The resolutions adopt a calendar fiscal year, direct the manager to hire an accountant and authorize the manager to file IRS Form 2553 if the members later decide the LLC should be taxed as an S corporation.
8
Builds compliance into the company
The resolutions direct the manager to check the LLC’s record on the Arizona Corporation Commission website at least every six months and fix any problem. Small mistakes and lapses are caught before they become big ones.
The Bottom Line
The Articles of Organization tell the State of Arizona that your LLC exists. The Operating Agreement sets the rules the members agreed to live by. The organizational resolutions are where the members formally adopt those rules, appoint the people who run the company and issue the ownership. Without them, the company has rules but no signed record that anyone put them into effect.
Inside the Document: World Wide Widgets, LLC
Here is an illustration of the first page of the organizational resolutions for our sample company, World Wide Widgets, LLC. The resolution lines are shortened for display. They are not the actual wording of the document.
ACTION BY UNANIMOUS CONSENT IN LIEU OF THE ORGANIZATIONAL MEETING OF THE SOLE MEMBER OF WORLD WIDE WIDGETS, LLC
November 3, 2026
The sole member of World Wide Widgets, LLC, an Arizona limited liability company, consents in writing, without a meeting and as permitted by A.R.S. §29-3407(D), to the resolutions that follow…
RESOLVED, the Articles of Organization are approved…
RESOLVED, the Company is a manager-managed LLC…
RESOLVED, Homer Simpson is elected sole Manager…
RESOLVED, the Operating Agreement is adopted…
RESOLVED, …
SAMPLE
Illustration of the first page. Your resolutions are custom-prepared for your LLC.
The Opening Recital
The document opens by identifying World Wide Widgets, LLC as an Arizona limited liability company, identifying Homer Simpson as its sole member and citing A.R.S. §29-3407(D) as the legal authority to act in writing without a meeting. Homer then consents in writing, in place of an organizational meeting, to every action that follows.
Summary of All 22 Resolutions
The World Wide Widgets resolutions contain 22 separate resolutions. We have grouped them into seven categories so you can see at a glance what each part of the document accomplishes.
Organization & Governing Documents
1
Articles of Organization approved
Approves the Articles of Organization filed with the Arizona Corporation Commission and directs that they be placed in the company record book.
2
Manager-managed structure confirmed
Confirms that World Wide Widgets, LLC is a manager-managed LLC, meaning the manager, not the members as a group, runs the day-to-day business.
3
Operating Agreement adopted
Notes that the Operating Agreement prepared by Richard Keyt of KEYTLaw was presented to the member, adopts it as the company’s Operating Agreement and directs the manager to sign it for the company and file it in the record book right after the Articles.
4
Record book adopted
Adopts the company record book, makes the manager its custodian and directs that these resolutions, and all future minutes and resolutions, be kept in it.
Management & Authority
5
Homer Simpson elected sole Manager
Elects Homer Simpson as the sole Manager of World Wide Widgets, LLC effective November 3, 2026, to serve until a successor is elected and qualifies or until he resigns or is removed earlier.
6
General authority to act
Authorizes the manager to sign and deliver any applications, agreements, documents and certificates, pay related costs and take any other action the manager believes is necessary or appropriate to carry out the resolutions.
7
Meeting location
Allows future meetings of the member to be held at the company’s office or anywhere else the member chooses.
Ownership & Membership Certificates
8
Membership certificate form approved
Approves and adopts the sample membership certificate attached as Exhibit A as the official form of certificate representing a membership interest.
9
Certificates issued to members
Directs that a completed certificate for each member be signed by a manager and delivered to the member.
10
Membership interests issued
Authorizes the manager to issue the membership interests shown in the ownership table: Homer Simpson, 100%.
Money & Banking
11
Bank account authorized
Authorizes a company bank account at any bank the manager selects, with the manager signing the checks and acting on all company accounts.
12
Bank paperwork and borrowing
Authorizes the manager to sign the bank’s signature cards and certify the bank’s standard resolutions, and to negotiate company borrowing, subject to the approval requirements in the Operating Agreement.
13
Formation expenses paid
Directs the manager to have the company pay all fees and expenses of organizing the LLC.
14
Members reimbursed for formation costs
Lets the company reimburse a member for formation costs, but only after the member submits a written request with the receipts and documentation the IRS requires, with payment made from the company bank account as a business expense reimbursement approved by a manager.
Tax & Accounting
15
Accountant retained
Directs the manager to hire an accountant for the company.
16
Calendar fiscal year
Sets the fiscal year to run from January 1 through December 31.
17
S corporation election authority
If the member votes to have the LLC taxed as an S corporation, authorizes and directs the manager to file IRS Form 2553 and sign any related documents.
Compliance & Good Standing
18
Principal address set
Establishes the company’s principal address. In the sample, that address is 24 W. Camelback Road, Suite 467, Phoenix, Arizona 85013.
19
State reports and filings
Authorizes the manager to sign and file any certificates or reports required to keep the company in good standing in Arizona and in any other state where it registers to do business.
20
Six-month eCorp checkup
Directs the manager to review the company’s record on the Arizona Corporation Commission’s eCorp website at least once every six months to confirm good standing and accurate information.
21
Fix any problem found
If the review shows the company is not in good standing or that any information on file is wrong, directs the manager to take whatever action is needed to correct it.
Ratification
22
Pre-formation acts ratified
Ratifies everything any member, employee or agent did for the company before it was formed and since its formation, whether or not those acts were expressly authorized at the time.
Ownership Table in the Sample Resolutions
Homer Simpson100%
In a multi-member LLC, this table lists every member and the percentage each owns.
The Certification, Signature and Exhibit A
After the last resolution, the document closes with a certification. Homer Simpson certifies that the action by unanimous consent was unanimously approved and adopted by the sole member effective November 3, 2026, and that his signature is a full ratification of the document and a waiver of any notice the law might otherwise require.
Below the certification is the signature line for Homer Simpson as the sole member of World Wide Widgets, LLC. Attached as Exhibit A is the form of membership certificate the resolutions approve. Silver and Gold package clients receive a completed membership certificate for each member.
Signature Block
Homer Simpson
Homer Simpson, Sole Member World Wide Widgets, LLC
Exhibit A · Membership Certificate
World Wide Widgets, LLC
This certifies that Homer Simpson owns a 100% membership interest in World Wide Widgets, LLC, an Arizona limited liability company.
CERTIFICATE NO. 1 · SIGNED BY THE MANAGER
What to Do After You Sign
Keep it in your binder. Silver and Gold clients receive a three-ring binder with all of their LLC documents behind tabs. The resolutions belong in it, right after the Articles of Organization and the Operating Agreement.
Bring a copy to the bank. When you open the company bank account, the resolutions show the bank who is authorized to open and control it.
Calendar the six-month eCorp check. Your resolutions direct the manager to review the LLC’s record on the Arizona Corporation Commission eCorp website at least every six months. Put a recurring reminder on your calendar now.
Save your formation receipts. To be reimbursed for formation costs, submit a written request to the manager with copies of your receipts, then have the company pay you from its own bank account.
Document future changes the same way. When you add or remove a member, change managers, borrow money or make another major decision, record it with a new written action by consent and put it in the record book. See How to Add or Remove a Member of an Arizona LLC.
Start Your Arizona LLC the Right Way
Arizona LLC attorneys Richard Keyt and his son, attorney and former CPA Richard C. Keyt, have formed 10,000+ Arizona LLCs. Every Silver and Gold LLC we form receives custom organizational resolutions like the ones described in this article.
