LLC Records

The amount of paperwork and other formalities required by state governments in order to form and properly maintain a limited liability company should not be underestimated. In addition to the two major "constitutional" documents (the articles of organization and the operating agreement), LLCs are required to keep copies of a number of other records relating to the the organization, finances, and ownership of the business.

State record-keeping requirements vary. You can find links to your state's specific record-keeping requirements in the state pages on forming an LLC. However, as a matter of best practices you should keep copies of the following documents in the company's principal office in the state in which it was formed:

  • the articles of organization and any amendments to it;

  • the certificate of organization or other official paperwork mailed to you by the state after filing articles;

  • a current list of the full names and last known addresses of all past and present members;

  • a current list of the full names and last known addresses of all past and present managers;

  • all federal, state, and local income tax returns for the last three years;

  • Any other financial statements from the last three years;

  • all written operating agreements used currently or in the past;

  • any other documents filed with the state concerning the LLC; and

  • documentation of the following, either in the articles of organization, operating agreement, or other document:

    • the amount of capital contributions of each member in terms of cash or agreed value of other property or services contributed;

    • details of events, times, or other agreements made for further contributions to be made from members, if any;

    • the share of profits and losses due each member;

    • any right of a member to receive distributions of funds;

    • any right of a manager to make distributions of funds to a member;

    • each member's respective voting rights;

    • details of events that would cause the LLC to be dissolved and its affairs wound up, if any.

These requirements are in addition to those required for all small businesses for tax purposes. For more on the tax obligations of small businesses, see the Tax Obligations of Small Businesses section and the IRS's informational guide, Publication 583 (1/2007), Starting a Business and Keeping Records.


Subject Area: