Record what was discussed in official meetings: LLC Minutes
What are LLC Minutes?
LLC Minutes are written records of what happens in official LLC meetings. They help track important decisions made by the owners (members) and managers of the business. Even though most states don’t legally require LLCs to keep minutes, having them can help protect your company’s limited liability status.
Even if it's not required, keeping LLC Minutes can:
- Provide a clear record of decisions.
- Prevent misunderstandings among members.
- Serve as proof in legal matters.
- Keep your business organized and professional.
This LLC Minutes template is designed for small, for-profit LLCs. It includes typical resolutions and provisions, with explanations. You can also add unique provisions as needed.
If your organization is a corporation or nonprofit, use Corporate Minutes or Nonprofit Minutes instead.
When to use LLC Minutes:
- Whenever your LLC holds an official meeting.
- When you need to document major business decisions.
- When you make changes to your operating agreement or policies.
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About LLC Minutess
Learn about how to record what was discussed in official meetings
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Common Topics, Approvals, and Authorizations Recorded in LLC Minutes
Edits to Previous Minutes
Minutes from the previous meeting should be reviewed and corrected if needed. The following meeting’s minutes should note whether the previous minutes were "approved as corrected."
Reports Presented
It is not unusual for members to present reports at meetings that explain certain business matters but do not require formal action. For example, the treasurer may report on the status of a borrowing request that has been submitted to a lender, or a marketing person may report on quarterly sales.
Adoption of Documents and Plans
The members may choose to adopt certain types of documents and plans. A copy of the document (or plan) should be shared or attached as part of the minutes.
Approval of Actions
Members may approve key actions, such as:
- Electing new members or officers.
- Setting salaries, bonuses, and benefits.
- Approving transactions with related parties.
- Making significant purchases.
- Authorizing loans, bank accounts, leases, or real estate deals.
Business financial statements may also require member approval or acknowledgement.
Decisions generally require a simple majority, but some may need a greater majority. The operating agreement should specify voting requirements. For example, amending the operating agreement might require a two-thirds majority.
Approval of Past Actions
LLC members may decide to approve past actions in order to protect the people who took action on behalf of the business. This may be done regularly for any actions that occurred after the last meeting or on a scheduled basis, such as quarterly or annually.
Authorization of Future Actions
A meeting may also opt to authorize specific future actions. For example, authorizing the payment of LLC funds.
LLC Minutes FAQs
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What to include in LLC Minutes
LLC Minutes should be simple and clear, typically including:
- Date, time, and location of the meeting.
- Type and purpose of the meeting.
- Names of attendees and whether a quorum was present.
- Topics discussed and decisions made, including:
- Votes taken and their results.
- Action items (next steps).
- Signature of the person recording the minutes.
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Who records LLC Minutes?
The secretary or another designated person should write down the minutes. This person should:
- Take notes during the meeting.
- Summarize key points clearly.
- Share the minutes with members for review.
- Store them in the company’s records.
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Do LLCs have to hold meetings?
No, LLCs are not legally required to hold regular meetings. However, meetings help multi-member LLCs make decisions and stay organized.
The frequency of meetings depends on the operating agreement. It should specify which decisions require meetings and how they are finalized. For example, "An amendment to the operating agreement requires a two-thirds majority at the annual meeting."
There’s no legal quorum requirement, but the operating agreement should define a quorum. For example, "A quorum requires the Manager and at least half of the members to be present."
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Who approves LLC Minutes?
Members review and approve minutes for accuracy. If corrections are needed, they should be made before final approval.
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Do LLC Minutes need to be notarized?
No, notarization is not required. However, having them signed by a designated person (such as the secretary) is recommended.
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How to store LLC Minutes
After approval, keep a copy of your LLC Minutes in your business records. You can:
- Store them in a paper folder or binder.
- Save a digital copy on your computer or in cloud storage.
- Use an online legal service to keep records organized.
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