LLC Annual Meeting Minutes Template: Everything You Need to Know
Using an LLC annual meeting minutes template can help ensure you cover all your bases during your next meeting. 4 min read
2. Annual LLC Meeting Benefits
3. Taking the Minutes in Your LLC Meeting
4. LLC Annual Meeting Minutes Template
5. Reasons to Record Minutes as a Sole Proprietorship
Updated November 2, 2020:
Using an LLC annual meeting minutes template can help ensure you cover all your bases during your next meeting. Unlike corporations, limited liability companies (LLCs) are not required to hold annual meetings. Still, such meetings are beneficial for voting on resolutions. Although every state requires LLCs to file annual or semi-annual reports, none require you to submit the minutes from your annual meeting.
Annual LLC Meetings Overview
One of the primary benefits of having an LLC over a corporation is enjoying a simpler process where formalities are concerned. An LLC isn't required to conduct annual meetings. However, maintaining some level of formality can prevent members from being held personally responsible for business-related debts. As such, recording the minutes of every business meeting is essential.
Since an LLC's structure is flexible and allows members to decide how the business is structured, you may want to include business meeting specifics in your operating agreement. This is especially the case, since states do not require LLCs to keep minutes or hold annual meetings. All you need to do is include a clause in the operating agreement requiring an annual meeting and stipulate that minutes should be kept at every meeting.
The only information required by the state in your annual or semi-annual report is:
- The name of your LLC
- Its street address
- The LLC's member and manager information
- Any changes in the registered agent.
How and if you choose to conduct business meetings is up to the members.
Annual LLC Meeting Benefits
There are many advantages to holding an annual meeting for your LLC. For starters, if a creditor sues the business and wants to hold members personally responsible for the debt, keeping the minutes at your annual meeting is strong evidence that you adhere to business formalities. It will be more difficult for a creditor to demand payment from your own pocket.
Having your annual LLC meetings is also a smart way to settle disputes among the members, especially if litigation is involved. More than that, the annual meeting is the perfect chance for members to voice their opinions on important business matters.
Taking the Minutes in Your LLC Meeting
The minutes in your LLC meeting should include the time, the place, and the date of the meeting, as well as a list of votes cast among members. You should also include an update on the business' long-term goals and how you expect to achieve them.
Make the minutes official by having all present members sign the document at the end of the meeting.
To make it easier, search for an LLC annual meeting minutes template online. Many are available for free while some require you to pay a small fee. Even if you don't use a template, it's important to include key components to ensure the document meets certain business requirements.
LLC Annual Meeting Minutes Template
Your LLC's annual meeting minutes should follow this basic structure:
- Introduce the meeting in the “Notices” section with the time and the date the meeting began.
- State that you have met a quorum. This means there are enough members in attendance to vote on the decision (if you are a sole member, you do meet the quorum).
- Next, determine where the LLC is headed over the coming months in the “Actions” section.
- Have the secretary sign and date the minutes (if you are a single member, you are both the secretary and president of the LLC).
- Maintain a copy of the minutes with the LLC's registration information and member certificate.
Reasons to Record Minutes as a Sole Proprietorship
There are various reasons for taking the annual minutes as a sole proprietorship or a single-member LLC. Namely, these documents come in handy as your business changes or grows.
Single-member businesses can clearly state and record the direction of the business and make a distinction between personal and business interests. This information is also valuable to investors, lenders, and courts looking to define the owner's role in the company.
By definition, an LLC protects the owner from liability against his or her personal assets. However, if there's no distinction between personal and business assets, that protection dwindles. You may choose to protect yourself by conducting an annual LLC meeting with a business advisor such as an accountant or attorney. Even though you'll need to pay your business advisors for their time, the investment is worth ensuring your business is headed in the right direction without threatening your personal assets.
If you need help conducting your annual business meeting and recording the minutes, post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.