Modifying corporate resolution to make it into LLC resolution

[Dale]

Please help me to modify one of the following corporation resolutions or both to make it into LLC resolution.

Resolution 1:

Resolution to Open Bank Accounts (align center)

WHEREAS, the Board of Directors has determined it to be in the best interest of the Corporation to establish a banking resolution with _____, be it:

RESOLVED, that the Corporation execute and deliver to said bank a duly signed original of the completed banking resolution as is annexed thereto, and that the authority to transact business, including but not limited to the maintenance of savings, checking and other accounts as well as borrowing by the Corporation, shall be as contained in said resolution with the named officers therein authorized to so act on behalf of the Corporation as specified hereto.

The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of _____,a corporation duly formed pursuant to the laws of the state of _____ and that the foregoing is a true record of a resolution duly adopted at a meeting of the _____ and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on _____,and that said resolution is now in full force and effect without modification or rescission.

IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this _____, _____ of _____.

_____

Secretary

Source

Resolution 2:

CORPORATE RESOLUTION TO OPEN A BANK ACCOUNT FOR:

_____
A DELAWARE CORPORATION

We, _____, President, and _____, Secretary, of, _____, a corporation, duly organized and existing under the laws of the State of Delaware, do hereby certify that the following is a true and correct copy of certain resolutions duly adopted by the Board of Directors of said corporation at a meeting thereof duly called and held on the _____ day of _____, 200 _____, at which a quorum was present; that said resolutions have been duly entered on the Minute Book of this corporation; that the same are in conformity with the charter and by-laws of said corporation and have never been modified or rescinded:

RESOLVED that _____ (bank) be and the same is designated as a depository of this corporation; that any officer of this corporation be and he is hereby authorized to open an account or accounts with said Bank on such terms and conditions as he may deem proper; that said Bank is authorized to accept for deposit or collection any draft or check or other instrument bearing the endorsement of this corporation, whether stamped, written, or otherwise, and with or without the designation of the person making such endorsement.

BE IT FURTHER RESOLVED that any and all funds of this corporation in any such account or accounts may be withdrawn by check, draft, order or other instrument when signed in the name of this corporation by any of the following officers or employees, towit:

And the said Bank is hereby authorized to pay such checks, drafts, orders or other instruments, and also to receive the same for the credit of or in payment from the payee or any other holder when so signed, without inquiry as to the circumstances of their issue or the disposition of their proceeds, whether drawn to cash or bearer, or to the individual order of, or tendered in payment of individual obligations of the officers or employees above named, or other officers or employees of this company or otherwise.

BE IT FURTHER RESOLVED that the foregoing resolutions are to continue in force until written notice of rescission or modification thereof has been received by said Bank.


IN WITNESS WHEREOF, we have hereunto set our hands and the seal of this corporation this _____ day of _____, 200_____.

_____
President

_____
Secretary

Source

[Dale]

Ok, I created the resolution. I feel that the resolution sounds a bit funny since LLC is a single-member LLC. Please review and give me suggestions and feedback, and also ...

q1. Exactly where do I sign?

q2. Exactly where should I stamp(?) my LLC seal?

LLC RESOLUTION TO OPEN A BANK ACCOUNT FOR: (align center)
[my company’s name] (align center)
A DELAWARE CORPORATION (align center)

WHEREAS, the Member has determined it to be in the best interest of the LLC to establish a banking resolution with [the bank’s name], be it:

RESOLVED that said Bank be and the same is designated as a depository of this LLC; that the member of this LLC be and he is hereby authorized to open an account or accounts with said Bank on such terms and conditions as he may deem proper; that the said Bank is authorized to accept for deposit or collection any draft or check or other instrument bearing the endorsement of this LLC, whether stamped, written, or otherwise, and with or without the designation of the person making such endorsement.

BE IT FURTHER RESOLVED that any and all funds of this LLC in any such account or accounts may be withdrawn by check, draft, order or other instrument when signed in the name of this LLC by the following Member, [my name]:

And the said Bank is hereby authorized to pay such checks, drafts, orders or other instruments, and also to receive the same for the credit of or in payment from the payee or any other holder when so signed, without inquiry as to the circumstances of their issue or the disposition of their proceeds, whether drawn to cash or bearer, or to the individual order of, or tendered in payment of individual obligations of the Member above named.

BE IT FURTHER RESOLVED that the foregoing resolutions are to continue in force until written notice of rescission or modification thereof has been received by said Bank.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of this corporation this twelfth day of January, 2006.

[my name]
President

[my name]
Secretary

If it's a single-member LLC, the bank shouldn't require a resolution. If they do, you really do not need anything as complex as that though it'd be fine.

In LLC's, while most use titles like President, VP, Secretary and Treasurer, there are only two real titles recognized -- "Member" or "Manager".

[Dale]

Originally Posted by Evan

If it's a single-member LLC, the bank shouldn't require a resolution. If they do, you really do not need anything as complex as that though it'd be fine.

Ok. Tell me two things.

Q1. How should I sign?

Q2. Where should I put the LLC seal?

(... assuming that the bank asks me to show this resolution)

You can just sign it and below your name write "Member", simply put.

I never had a seal, and that really isn't necessary in most cases. Very rarely would they want something with a seal on it, and even if so -- if it is missing they probably will still accept it.