How to Do Minutes for a Limited Liability Company

By Terry Masters

A limited liability company, or LLC, legally operates through the majority vote of the members, like a partnership. A corporation, on the other hand, must comply with state and federal regulations that often control detailed aspects of operations, such as how to record meeting minutes, in order to protect those that may have to rely on corporate records to determine whether or not to buy the corporation's stock. There aren't many hard and fast rules of procedure for running an LLC, however, except the rules adopted by mutual consent of the members.

Step 1

Check the company's operating agreement. An LLC operates by consent of its members. An operating agreement is typically adopted at the outset of business and can detail the procedure for holding meetings and recording proceedings and votes. Refer to this agreement, if it exists, and follow any procedures set for recording minutes.

Step 2

Appoint someone to take the minutes if no specific procedure is set in the operating agreement. Although there is no legal requirement that an LLC record and keep minutes of meetings, an LLC can adopt the general procedure that a corporation would use as a benchmark. A corporation must have an officer that serves as the secretary. The secretary, or someone appointed by the secretary, usually records the minutes.

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Step 3

Transcribe the salient points of the meeting and any votes taken or decisions made. Alternatively, use a voice recorder to capture the meeting and transcribe at a later time.

Step 4

Circulate the minutes to meeting attendees for comments or corrections. Minutes can be circulated at any time, but are usually either circulated prior to the next meeting or reviewed the day of the next meeting. Pick whatever works for your group.

Step 5

Adopt the minutes at the next meeting. If the transcribed minutes pass review without complaint, make a motion to adopt the minutes as part of the company's official record.

Step 6

File the minutes with the company records. The records should be kept at the company's principal place of business. Meeting minutes should likely be kept near the company's operating agreement.

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