Does Your Operating Agreement Explain When Members’ Consent Is Required For Significant Company Decisions?

Welcome, dear reader, to yet another deep dive into the intriguing world of limited liability companies. Your continued journey with us is a testament to your determination to master the intricacies of LLC operation and governance. Today, we venture into an area that could potentially sway the course of your company’s future - the significance of members’ consent in decision-making. When is it required? How does it influence the major shifts in your LLC? As we navigate through this article, we aim to demystify these aspects, ensuring you’re well equipped to steer your company in the direction you envision. Let’s explore.

What are Significant Decisions?

Embarking on this exploration, it’s crucial to define what constitutes ‘significant’ decisions within an LLC. In the labyrinth of day-to-day operations, numerous decisions are made, but not all carry the same weight. Significant decisions often present a potential for profound influence on the LLC’s direction, its financial footing, or its overall structure. For instance, venturing into new lines of business, adding a new member to the LLC, or even making decisions about potential mergers or dissolution, are considered significant due to their lasting impact on the company’s future.

Within the framework of an LLC’s operating agreement, clear definitions are the foundation for smooth operations. Ambiguity can stir confusion, leading to unnecessary disputes among members. That’s why it’s crucial to articulate what kinds of decisions require members’ consent, outlining these in the operating agreement. Specificity is the watchword, ensuring that each member understands their role in making substantial decisions and the scenarios where their consent becomes a necessity. Indeed, the value of clarity in these matters cannot be overstated.

Categories of Consent: Unanimous, Supermajority, and Managerial

Delving into the depths of member consent, there are varying degrees, each applying to different scenarios based on the significance of the decision at hand. At one end of the spectrum, you find unanimous consent. This requirement means that each and every member must agree to the decision. High-stake decisions like altering the operating agreement, merging with another company, or dissolving the LLC often require unanimous consent, ensuring all members are onboard with such fundamental shifts.

On the other hand, a supermajority consent stipulates that a specific percentage of members, typically more than half but less than unanimity, must agree to pass a decision. This model is often used for decisions of moderate impact, balancing the need for collective agreement without necessitating full consensus. Meanwhile, managerial consent places decision-making power in the hands of one or more appointed managers. This arrangement, stipulated in the operating agreement, is particularly useful for LLCs where the members prefer to be less involved in everyday business operations or decisions. Every LLC’s landscape is unique, thus the operating agreement should tailor these categories of consent to its own unique circumstances.

The Influence of Ownership Stakes

The ownership stakes in an LLC hold substantial influence when it comes to decision-making. Simply put, the members who hold a larger share of the company often have a bigger say in significant decisions. This arrangement is frequently established to ensure those who have a larger financial stake in the company can safeguard their investment. However, it’s also crucial to note that this is not a universal rule and the specifics can be adjusted in the operating agreement to best suit the company’s structure and the members’ preferences.

Contrary to this, some LLCs may opt for a system of “one member, one vote” irrespective of the size of ownership stakes. Such an arrangement treats each member’s input equally, nurturing a democratic environment. This approach would work well for LLCs where the members’ stakes are relatively similar, and each member is actively involved in running the business. Remember, the key here is to strike a balance that serves the LLC’s best interests while maintaining fairness among members.

Consequences of Not Following Consent Procedures

Neglecting to follow consent procedures in an LLC can lead to considerable internal strife. Members might question the legitimacy of decisions made without their input, causing mistrust and dissatisfaction. This discord can jeopardize the operational efficiency of the LLC and sow seeds of conflict among members. Furthermore, decisions taken without the necessary consent might not reflect the best interests of all members, particularly those who hold a smaller stake, potentially leading to imbalanced outcomes.

From a legal perspective, ignoring consent procedures could also expose the LLC to potential legal challenges. If a disgruntled member chooses to take legal action, it could result in costly litigation and further disrupt the smooth functioning of the LLC. Additionally, decisions made without following the appropriate consent procedures could be contested and reversed, leading to wasted time and resources. Thus, adhering to consent procedures is crucial to maintain internal harmony and avoid legal pitfalls.


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at We plan to answer general questions in an upcoming FAQ series. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

Don’t miss our next article where we’ll navigate the often overlooked but crucial elements of an operating agreement, focusing on what happens if a member gets divorced, becomes disabled, or tragically, passes away. Join us in this continued journey of making legal terms easier to comprehend and apply in your LLC’s operating agreement.

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.