LLC Minutes Requirements

By Larissa Bodniowycz, J.D.

LLC Minutes Requirements

By Larissa Bodniowycz, J.D.

Minutes are a written summary of what occurred at a meeting. Unlike corporations, limited liability companies (LLCs) are not required by state law to hold meetings or record minutes of the meetings they do hold. Though they are not required by law, it is helpful for LLCs to keep minutes to help protect their business.

Businesspeople typing at laptops

Thus, many LLCs self-impose meeting and minute requirements. If they do, such self-imposed LLC requirements are found in the LLC's operating agreement.

Difference Between Minutes and Annual Reports

A common area of confusion is the difference between minutes and reports. Minutes are notes that record what occurred at a meeting. LLCs are not required to record meeting minutes or file them with the state. LLCs are, however, required to create and file reports with the state where they were formed and sometimes with the states where they do business. These reports are usually called an "annual report," and they update the state with the LLCs most current basic ownership and contact information.

Reasons to Keep Minutes

Even when not required to keep minutes, LLCs unequivocally should keep written minutes of meetings. LLC minutes serve a number of purposes. They help remind those who were at the meeting of what was discussed and agreed to. This is important for smooth LLC management and operations.

Keeping minutes can also provide legal protection to the LLC and its members. Regularly keeping LLC minutes can help demonstrate that the LLC is separate from its individual owners, ensuring that the owners retain their liability protection. Minutes can also be used as proof of what decisions were made by the LLC in a court case because they are presumed to be accurate recordings of what occurred during a meeting.

LLC Minutes Form

What do LLC minutes look like? There is no single form or format for LLC minutes. LLCs are free to create their own template for minutes that works best for their business. However, well-crafted minutes include the following information:

  • Date, time, and location. Minutes should include this basic information about when and where the meeting was held and how long it lasted.
  • Creator. The minutes should indicate who drafted them in case there are questions about the minutes in the future.
  • List of persons present. Minutes should list who was present at the meeting. Certain decisions require that a minimum number of people be present for a vote on the issue to be considered valid. Listing who was present is evidence that the requisite number of persons were at the meeting.
  • Topics list. A brief summary of the topics raised and discussed should be included in the minutes.
  • Voting record. One of the most important purposes of minutes is to track the outcome of any votes that were taken during the meeting. If the decision was not unanimous, the minutes should usually list the names of who voted for each side of the issue.
  • Review and approval. There should be some mechanism in place to allow those who were present at the meeting to review the minutes for accuracy and approve them. Approval is often recorded in the minutes for the next meeting.

Again, LLC meetings and minutes are not legally required, but they are extremely beneficial to hold and keep. It is helpful to designate when meetings will be held and that keeping minutes is required in an LLC's operating agreement.

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.