Are LLCs Required by Law to Maintain Meeting Minutes?

By Larissa Bodniowycz, J.D.

Are LLCs Required by Law to Maintain Meeting Minutes?

By Larissa Bodniowycz, J.D.

Meeting minutes are written notes that summarize what happened at a meeting. Unlike corporations, limited liability companies (LLCs) are not required to hold meetings annually or keep minutes of the meetings they do hold. However, it is advisable for an LLC to do so anyway to help keep the business organized, avoid disputes, and protect its owners' personal assets.

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LLC Minutes Requirements

Each state makes the laws for LLCs that are created within it. This means legal requirements for LLCs vary between states. As of July 2018, no state requires an LLC to hold annual meetings or prepare minutes of meetings.

LLCs themselves can add additional rules that govern how they operate. These additional operational rules are set out in an operating agreement. An LLC's operating agreement may require the LLC to hold meetings and keep minutes of meetings. If it does, the LLC must adhere to these requirements.

Reasons to Keep Minutes

Even when not required, LLCs should keep minutes of their meetings. These are a few of the benefits of keeping minutes:

  • Providing Structure. Meeting minutes provide structure to an LLC's decision making process and a way to check in on an LLC's progress.
  • Avoiding Disputes. Studies have consistently established that memories are unreliable and become more unreliable as time passes. It is common for two people who were at the same meeting to have different memories of how a discussion and vote went. Minutes provide an objective way to resolve these disputes. Because a secretary of the LLC, or similar officer, creates the minutes during the meeting, they accurately reflect what occurred.
  • Maintaining Personal Liability Protection. Meeting minutes help ensure that the LLC's owners, called members, maintain personal liability protection—i.e., that creditors of the LLCs cannot try to recover from the members' personal assets. They are evidence that the LLC operates independently from its individual members, which is required to maintain personal liability protection.

Information to Include in Minutes

There is no single format for LLC Minutes. However, all minutes should include basic information such as who attended the meeting, the length of the meeting, what topics the members discussed, what topics the members voted on, who voted for and against each decision, and what next steps members will take according to the decisions made.

Approval and Records of Meeting Minutes

Everyone makes mistakes, so LLCs should adopt a process for review of meeting minutes for accuracy. One common practice is for each person who attended the meeting to receive a copy of the typed minutes to review. If the attending members find mistakes, the secretary should revise the minutes accordingly. Once everyone agrees that the minutes accurately reflect the meeting, the members should approve the minutes by vote at the next meeting or by having each person sign the original minutes.

An LLC should store approved minutes in an organized manner with its records. Minutes are of no use if they cannot be located. An LLC may seek the assistance of an online legal services provider or choose to keep records on its own electronically, in hard-copy format, or both.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.