This form certifies that a limited liability company has authorized an action. Most often this is done to confirm an individual member’s or manager’s authority to act on behalf of the limited liability company in connection with buying, selling, or mortgaging real property.
Certificate of Resolutions
[Limited Liability Company]
Date:
Company: [name of limited liability company]
Date of Adoption: [date of meeting or of written consent]
[I/We], the [members/managers/secretary/[other authorized officer]] of the Company, a Texas limited liability company, certify that [I/we] have custody of the records of the Company and that [I am/we are] authorized to execute and deliver this certificate of resolutions on behalf of the Company. [I/We] further certify as follows:
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Select one of the following. |
1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A meeting of the [members/managers] of the Company was called and held in accordance with law and the company agreement of the Company, and a quorum was present. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Or |
1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A quorum was present at the meeting of the [members/managers] of the Company, and all [members/managers] had signed a waiver of notice of the meeting in accordance with law and the company agreement of the Company. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Or |
1.The resolutions [below/attached] were duly adopted as of the Date of Adoption by written consent of the [members/managers] of the Company as required by law and the operating agreement of the Company. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Continue with the following. |
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Include or attach full text of resolution(s). See, e.g., form 10-6 in this manual. |
2.[I/We] further certify that the Company is duly organized and existing under the laws of the state of [Texas/[name of state], is registered to do business in Texas,] and is in good standing; that no proceeding is pending for the termination of the [certificate of formation/registration] of the Company or for the winding up or termination, voluntary or involuntary, of the Company; that there is no provision of the company agreement or certificate of formation of the Company limiting the powers of the members or managers of the Company to adopt the resolutions referred to above and that the resolutions are in conformity with the provisions of the company agreement and the certificate of formation of the Company; that the undersigned is the keeper of the records and minutes of the proceedings of the Company; and that the following persons constitute all of the [members/managers] of the Company:
[Name of member/manager]
[Name of member/manager]
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Include signatures of members, managers, or secretary and acknowledgments. |