How to Document Members in a Limited Liability Company

By Terry Masters

The owners of a limited liability company, or LLC, are known as members. Unlike a corporation, where ownership is represented by holding shares of stock, an LLC maintains a record of ownership through internal record keeping. Each member is allocated a capital account on the company's books that is the original amount of money, property and services a member contributed to capitalize his ownership interest, plus or minus any additions or withdrawals made to the account over time. An LLC has a legal duty to maintain an accurate accounting of members and each member's capital account for tax purposes.

Step 1

Obtain the names, addresses and U.S. Social Security numbers, or taxpayer identification numbers, of all members. This is the minimum amount of information that should be kept on file for every member with an ownership interest in the company.

Step 2

List the members on the LLC's articles of organization or other state filing, if required. Some states require an LLC to disclose the names and address of members as part of the articles of organization. A few states require an annual filing of a member list disclosing the names and addresses of current members.

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Step 3

List the members and their addresses in the company's operating agreement. State law suggests, but rarely requires, an LLC to adopt an operating agreement at the outset of business. This agreement should list the names and addresses of the members, their initial ownership percentage and be signed by all members. Every time a new member is added or an existing member withdraws, the operating agreement should be restated or amended.

Step 4

Establish a capital account for each member on the company books. The company should maintain a capital account for each member as part of the company's accounting system. The capital account is the value of the money, property and services the member initially contributed to the company to capitalize his interest, less any withdrawals the member has taken, plus any additional contributions made over time.

Step 5

Provide an accurate accounting of the LLC's ownership and each member's distributive share of profits and losses on state and federal tax returns. The company's tax returns require the disclosure of the name, address and Social Security number of each member, the member's ownership percentage as reflected in any change in the member's capital account, and the percentage of profits and losses that are attributable to each member, if the percentage differs from the ownership percentage.

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