The default rule under the Delaware Limited Liability Company Act (the Delaware Act) is that a limited liability company (LLC) is managed by its members unless the LLC agreement provides otherwise (6 Del. C. § 18-402). LLCs with fewer members often choose to be managed by members, while LLCs with several members are usually managed by one or more managers or a board of managers. However, even if an LLC is managed by its managers, the LLC agreement may require member consent to approve certain fundamental transactions (for example, see Standard Document, LLC Agreement (Single Class, Manager-Managed): Section 7.05).

Actions by the members or managers can be taken at a meeting or by written consent. The resolutions in this Toolkit are included in written consents formatted as standard documents or as stand-alone resolutions formatted as standard clauses that can be inserted into meeting minutes or a written consent, such as: