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.
South Carolina 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 In South Carolina, the Members of a Limited Liability Company (LLC) have the option to ratify past actions of the Managing Member and/or Members through a process called Unanimous Consent to Action. This is a convenient alternative to holding a formal meeting, saving time and resources while ensuring the actions taken are legally binding. The Unanimous Consent to Action allows LLC Members to collectively acknowledge and validate decisions that were previously made without the need for a physical gathering. This process is governed by Section 33-44-307 of the South Carolina Code. When using Unanimous Consent, LLC Members can ratify a variety of past actions, including but not limited to: 1. Approval of Financial Statements: Members can ratify the financial statements, budgets, or other financial decisions made by the Managing Member or Members. 2. Property Transactions: If the Managing Member or Members have entered into contracts, leases, or other property-related agreements on behalf of the LLC, the Unanimous Consent can be used to ratify and endorse those actions. 3. Strategic Business Decisions: LLC Members can ratify past decisions such as entering into partnerships, joint ventures, mergers, acquisitions, or any other significant business transactions. 4. Voting and Decision-making Procedures: Unanimous Consent may also be used to ratify the previously taken decisions related to the voting and decision-making processes within the LLC. 5. Appointment or Removal of Managers: If the Managing Member or Members have made decisions regarding the appointment or removal of managers or other key personnel, those actions can be ratified through Unanimous Consent. It is essential to ensure that all Members actively participate and provide their consent in writing, either physically or electronically. The consent should clearly and explicitly state the actions being ratified, referencing the specific date when these actions were taken. By obtaining Unanimous Consent from all Members, the LLC can validate the past actions of the Managing Member and/or Members, bringing them into compliance with legal requirements and ensuring the corporation's smooth operation. It's worth noting that 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 is just one type of consent available. Other types include Consents by Written Ballots, Proxy Votes, or even formal Meetings if preferred by the LLC Members. In summary, South Carolina's Unanimous Consent process provides a valuable mechanism for LLC Members to ratify past actions without the need for a formal meeting. It ensures transparency, accountability, and legal compliance while saving time and resources.
