Key Takeaways

  • LLC docs are essential legal documents that outline the structure, management, and operation of a limited liability company.
  • Governing documents include Articles of Organization, Operating Agreement, membership certificates, and more.
  • Properly maintained LLC docs are vital for liability protection, dispute resolution, and regulatory compliance.
  • LLC docs may need periodic updates to reflect changes in ownership, management, or business activities.
  • State requirements for LLC docs can vary, and consulting an attorney is recommended to ensure compliance.

LLC governing documents are the official papers created during a business' formation. As the term indicates, they help operate the business throughout its lifespan. The governing documents of a limited liability company (LLC) can be amended when the owners desire to do so, Handle and change them carefully, as they are a very important aspect of the business.

Importance of LLC Governing Documents

An LLC's governing documents play many roles, but one of the most important is registering the business. Some governing documents are required to be filed with the state in which the LLC plans to do business. As a business is getting started, the governing documents will lay out the basic plans and information for the company and its overall vision or reason for forming.

Any time a lawsuit comes up with a business, the governing documents can quickly come under scrutiny and, in some cases, actually work against the company. This is why it's important to take these documents seriously and make sure to follow their rules. LLCs are known for their protection of the assets of owners, or members. This protection is lost if the business is not operating according to its own governing documents, or if they don't exist.

Common Types of LLC Docs

When forming an LLC, several documents are crucial for establishing and maintaining the business. While Articles of Organization and Operating Agreements are the best known, "LLC docs" often refers to a broader set of documents, including:

  • Initial Resolutions: Formal decisions made by members or managers during the LLC's formation.
  • Membership Ledgers: Records of current and past LLC members and their ownership interests.
  • Banking Resolutions: Documents authorizing individuals to open and manage the LLC’s bank accounts.
  • EIN Confirmation Letter: IRS-issued notice confirming the LLC’s Employer Identification Number.
  • State and Local Business Licenses: Permits required for legal operation.
  • Annual Reports: Filings required in many states to keep the LLC in good standing.
  • Amendments: Documents filed to record changes to the Articles of Organization or Operating Agreement.
  • Meeting Minutes: Summaries of significant decisions or changes made by members or managers.

Keeping these LLC docs organized and up to date is critical for legal compliance and smooth operations.

What Are LLC Governing Documents?

You'll find both basic information and legalese in an LLC's governing documents. Here are the most common LLC governing documents:

  • Articles of organization (also called certificate of formation, articles of formation, etc).
  • Operating agreement.
  • Minutes from the initial member meeting.
  • Membership certificates (signed and issued).
  • Registered agent agreement.
  • Any deeds of ownership or otherwise for assets belonging to the LLC.

Why Keeping LLC Docs Up to Date Matters

Updating LLC docs is essential any time your business undergoes significant changes, such as:

  • Adding or removing members
  • Changing the business address or registered agent
  • Amending the Operating Agreement
  • Changing management structure (e.g., from member-managed to manager-managed)

Failure to update LLC docs may result in loss of liability protection, regulatory penalties, or challenges in enforcing company policies. Regular reviews of your LLC docs help ensure that your business complies with state laws and continues to protect its members’ interests.

Articles of Organization

The articles of organization are the documents that an LLC must file with their state in order to register the business. These papers go by several different names. You can find out exactly how to file the articles of organization for your business by visiting the secretary of state website. You'll include basic information for your business so that it can legally operate in the state.

The kind of information usually included in articles of organization includes:

  • Business name.
  • The mission statement or statement of purpose for the business.
  • The planned duration of the business (can be fixed or perpetual).
  • Business address.
  • Information for the registered agent.
  • The management structure of the business (LLCs can be manager-managed or member-managed).

The best way to ensure that the articles of organization for your business are accurate and in good shape is to hire a business lawyer to draft the articles for you. Even if you feel confident that you can fill out the articles of organization yourself, it's a good idea to have a lawyer look them over before filing them with the state.

Filing articles of organization will cost a fee, but the amount varies depending on the state. Sometimes, if there's an error in your filings, you'll be required to refile and therefore pay the fee again. This is why a lawyer can come in handy.

When a business decides to create series LLCs, the articles of organization for that series and any other series created under the larger, parent LLC, must detail the relationship between each of the series. This is to ensure that the assets of each of the LLCs are protected from the others. Basically, you want to make sure that if one series LLC faces legal trouble, this won't affect the assets of the others in the series or the parent LLC.

State Requirements for LLC Docs

Each state sets its own requirements for LLC docs. Some states require both Articles of Organization and an Operating Agreement, while others only require the Articles. Additionally:

  • Many states require annual or biennial reports to keep your LLC active.
  • Some states require you to list members or managers publicly, while others allow anonymity.
  • Filing fees and document requirements can vary, so always check your Secretary of State’s website.

If your LLC operates in multiple states (as a "foreign LLC"), you’ll need to register and maintain LLC docs in each jurisdiction, which may require additional filings and compliance steps.

Operating Agreement

An operating agreement for an LLC is not always required by the state, but it's still a very good idea to create one. LLCs with multiple members should use their operating agreement to make sure all members are in agreement with how the business will operate. The operating agreement for each LLC will look different depending on the specifics needs and goals of each business.

Operating agreements are not only ideal for laying out the daily operations for the business, but they also act as another way to help protect the business assets. The better the operating agreement, the more likely the LLC will maintain its liability protection during a lawsuit.

You'll likely find the following provisions in an LLC operating agreement:

  • Member ownership percentages.
  • Profit allocations.
  • Member voting rights.
  • Manager information and responsibilities.
  • Member instructions.
  • Member exiting procedures.
  • LLC dissolution procedures.

Amending and Restating LLC Docs

As your business grows, you may need to amend or restate key LLC docs. Common triggers for amendments include:

  • New members joining or existing members leaving
  • Changes in profit distribution methods
  • Updates to voting procedures or management roles

Amendments should be documented in writing, signed by all members, and, if required by state law, filed with the state. In some cases, restating an entire Operating Agreement or Articles of Organization is recommended for clarity and to reflect major changes.

LLC Docs for Single-Member vs. Multi-Member LLCs

The specific LLC docs needed may differ based on the structure:

  • Single-Member LLCs typically have simpler documentation but still benefit from a formal Operating Agreement to protect limited liability status.
  • Multi-Member LLCs require detailed Operating Agreements, membership certificates, and records of all member decisions to avoid internal disputes and ensure smooth operation.

Regardless of size, all LLCs should keep their governing documents accessible and updated.

Frequently Asked Questions

1. What LLC docs are required to start an LLC?

The essential LLC docs include the Articles of Organization and, in most cases, an Operating Agreement. Additional documents may be required by state law or the LLC’s specific needs.

2. Do all states require an Operating Agreement for LLCs?

No, but it’s highly recommended for both single-member and multi-member LLCs. Some states require it for compliance, while others do not.

3. How often should LLC docs be updated?

LLC docs should be reviewed and updated any time there’s a change in membership, business address, management structure, or as required by state law.

4. What happens if I don’t keep my LLC docs current?

Outdated or missing LLC docs can lead to legal risks, loss of liability protection, fines, and difficulties in managing business operations.

5. Where should I keep my LLC docs?

Store LLC docs in a secure but accessible location, such as a digital document management system or a physical corporate records binder.

If you need help with LLC governing documents, you can 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.