Do LLCs Have to File Corporate Minutes?

By Ronna L. DeLoe, Esq.

Do LLCs Have to File Corporate Minutes?

By Ronna L. DeLoe, Esq.

In setting up your business, keep in mind that corporations have strict legal guidelines for holding meetings, sending out notices, and preparing and filing corporate minutes. If you have a small company and don't want to worry about minutes, you may want to set up your company as a limited liability company (LLC) instead. A corporation's rigid rules don't apply, as LLCs do not have to file minutes as a corporation does.


Filing Minutes Isn't Required for LLCs

Minutes are the detailed notes of corporate or business meetings. They usually include the agenda of the meeting, who was present, who brought up certain topics for discussion, what voting was required, and the outcome of any voting. Your business can bypass all of these actions by operating as an LLC because meetings aren't required. Corporations must hold meetings at least annually, and sometimes more often. In an LLC, however, because there's no requirement for meetings, there's no requirement for minutes.

Although they aren't required, it's a good idea to hold at least one meeting a year, take minutes of the meeting, type them up, and keep them in a business folder or corporate book. This is a good practice in case the Internal Revenue Service (IRS) disputes whether you're running an LLC, or if they believe you're raiding the business to pad your income.

If the managers choose to write minutes, the LLC doesn't have to file them with the Secretary of State in its home state or with any other government office, but can keep them on file at its own business office. Preparing agendas or notes also may help keep leadership organized and on the right track.

Filing an Annual Report Is Usually Required

While an LLC doesn't have to keep or file minutes, or even hold meetings, most states require them to file an annual report, sometimes called a Statement of Information. Certain states don't require annual reports to be filed, such as New York and Delaware, while other states require reports to be filed every other year.

Your annual report can contain a lot of details, or it can contain just a few items, such as the:

  • LLC's name
  • Registered agent's name and address
  • Location of the home office, including contact numbers
  • Names and addresses of the business managers and other members
  • IRS tax numbers
  • Signatures of business managers, members, and the registered agent

You also have the option of adding anything else, including the nature of your business and any developments that happened during the past year.

Failure to file an annual report where required can have serious consequences, such as the state's administratively dissolving the business.

Operating Agreements and Annual Meetings

An operating agreement is another important document for your LLC. It's basically a blueprint to be followed, containing provisions such as:

  • Who can vote
  • Which people are upper-tier management for profit and distribution purposes
  • How to raise money for the company
  • Adding and removing members
  • How to dissolve if necessary

Managers can opt to add a requirement to the operating agreement for holding annual meetings. If meetings are held, the managers should prepare minutes and file them in a separate business or corporate folder. However, minutes aren't required unless the operating agreement says so. Accordingly, there aren't any requirements other than filing an annual report.

LLCs are created by filing articles of organization, which are also called certificates of formation or certificates of organization, depending on your state. Check your state's website to see if they have the forms available for you.

Regardless of who helps you set up your LLC, the most important thing to know about complying with your state laws is to file the annual report. Don't worry if you fail to have meetings or to create minutes—they're not required.

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.