Section 404(d) of the Uniform Limited Liability Company Act provides:
Action requiring the consent of members or managers under this Act may be taken without a meeting.
Georgia Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members, also known as a Resolution of Ratification, is an important legal process that allows all members of a limited liability company (LLC) to ratify and validate actions previously taken by the managing member or other members, without holding a formal meeting. The Georgia Limited Liability Company Act grants LLC members the right to unanimously consent to actions taken on behalf of the company, even if those actions were not previously authorized. This consent can serve as a retroactive validation of these actions, safeguarding the company's interests and ensuring legal compliance. There are various types of actions that can be ratified using Unanimous Consent to Action in Georgia LCS, including but not limited to: 1. Ratification of Financial Transactions: In cases where the managing member or other members made financial decisions or entered into contracts on behalf of the LLC without prior approval or authorization, the members can use Unanimous Consent to ratify these actions. This can include approving loans, leases, purchases, or any other financial obligations that were incurred. 2. Ratification of Operating Decisions: If the managing member or members made operational decisions that were not previously authorized, such as entering into partnerships, hiring employees, or changing the company's structure, Unanimous Consent can be used to ratify these actions retroactively. 3. Ratification of Legal Proceedings: In situations where legal actions were initiated or responded to on behalf of the LLC without prior member approval, the Unanimous Consent process can be used to validate these actions, ensuring that the company's legal standing is protected. It is crucial for the Unanimous Consent to Action document to cover all relevant details, including the specific actions being ratified, the names and signatures of all LLC members, the effective date of the consent, and any other pertinent information. This document should be stored as part of the company's official records to demonstrate proper adherence to legal requirements. By utilizing Georgia Unanimous Consent to Action, LLC members can ratify past actions, rectify any discrepancies, and maintain the integrity of the company's decision-making processes. It is a valuable mechanism for LCS to ensure legal compliance and protect the rights and interests of all members involved.
