Chicago, Illinois Resolution of Meeting of LLC Members to Sell Assets In Chicago, Illinois, a Resolution of Meeting of LLC Members to Sell Assets is a crucial step that LLC members undertake when deciding to sell the assets of their company. This resolution serves as a formal approval and authorization for such a transaction, ensuring that it is carried out in compliance with state laws and governing documents. The Resolution of Meeting of LLC Members typically includes the following key elements: 1. Approval of Asset Sale: The resolution starts by stating that the LLC members have convened for a meeting, duly noticing all members. It then proceeds with a clear affirmation that the members have considered and approved the sale of the company's assets. 2. Asset Valuation and Terms: The resolution outlines the key terms and conditions of the sale, including the valuation methodology used to determine the assets' fair market value. It may specify if an external appraiser or professional valuation firm was employed to provide an unbiased assessment. 3. Purchase Agreement: The resolution authorizes the LLC's representatives, typically its managers or officers, to negotiate and execute a purchase agreement with the prospective buyer. It may also mention any specific terms deemed necessary for the transaction, such as non-disclosure agreements or contingencies. 4. Voting and Consent: The resolution records the voting results, specifying the number and percentage of members in favor of the asset sale. This helps establish the required majority or unanimous consent, as per the LLC's operating agreement or applicable state laws. Different types of Chicago, Illinois Resolution of Meeting of LLC Members to Sell Assets can include: 1. Non-Unanimous Consent Resolution: In cases where the LLC's operating agreement allows for asset sales with less than unanimous member consent, this type of resolution outlines the specific percentage or majority required for approval. It may also define any additional safeguards or procedures to follow in the absence of unanimous support. 2. Unanimous Consent Resolution: Alternatively, an LLC may require unanimous consent from all members to authorize the sale of assets. This type of resolution acknowledges that all members have agreed and provides a formal written record of their unanimous decision. 3. Special Meeting Resolution: In certain scenarios, the LLC members may decide to hold a special meeting to discuss and approve the sale of assets. This type of resolution is specifically intended for such meetings, outlining the purpose, location, and timing of the special meeting, along with any other applicable details. In conclusion, a Chicago, Illinois Resolution of Meeting of LLC Members to Sell Assets is a vital document that outlines the approval process for selling an LLC's assets. These resolutions can be tailored to different circumstances, such as non-unanimous or unanimous consent, and may also include special meeting resolutions. It is crucial for LLC members in Chicago, Illinois to consult legal professionals to ensure compliance with state laws and the company's operating agreement when drafting such resolutions.