There are several regulatory requirements needed to be met to form an LLC and maintain the LLC status. Moreover, to ensure liability protection for LLC members, some operational guidelines must be respected. In some cases, one of those requirements is keeping a record of company actions and decisions in the form of LLC Organizational Meeting Minutes.
Meeting minutes are a legal, internal document recording, in detail, everything happening during a meeting. In the context of an LLC, the organizational meeting minutes form a permanent record of decisions and actions decided at an organizational meeting by the LLC members and its managers.
The LLC Organizational Meeting Minutes are part of the company's permanent record and accurately reflect the meeting's decisions. It also justifies actions not coinciding with the wishes of the LLC's members.
Depending on your state, LLC Organizational Meeting Minutes may also be known as:
Meeting Minutes Format
Minutes of Organizational Meeting
Company Meeting Minutes
Director's Meeting Minutes
When the LLC officers engage in certain formal company matters requiring an organizational meeting, LLC Organizational Meeting Minutes should be drafted to record any decisions reached. Keeping detailed records pro forma is even recommended for single-member LLCs since the business may grow to include more members needing to see a record of previous decisions.
Another everyday use is for an LLC undergoing the process of formation. Incorporating an LLC usually involves an initial organizational meeting between the future members to discuss the LLC's operational procedures and framework. LLC Organizational Meeting Minutes are used to document the LLC's formation and what the members agreed to.
Some common elements in organizational meetings include:
A resolution to begin business operations.
Document extraneous business matters about the LLC.
A resolution to create a bank account for the business and who will administer it.
Review the initial capital contributions of all the members of an LLC.
Document certificates, memberships, and other membership interests in the LLC.
Changing company policies.
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To create your document, please provide:
Governing State: The state whose laws govern the LLC Organizational Meeting Minutes. Typically, this is the state where the LLC was or will be formed.
Company Details: The full name, address, and contact information of the LLC.
Meeting Details: The time, date, location, and purpose of the organizational meeting and the type of meeting (regular, special, or annual).
Officer Identities: Identities of all the members of the LLC attending the meeting, their title, and membership interest, as applicable.
Resolutions: A detailed description of all the resolutions covered in the session, any decisions made, and courses of action outlined.
Future Meetings: The details of follow-up meetings, if applicable, and the date when annual meetings by the LLC will be held.
Certificate of Formation: A document filed with state authorities officially registering an LLC in that state.
Company Agreement: An internal company document establishing the operating framework for an LLC.
Motion: A request for the members of the LLC to decide on an administrative issue.
Officer's Resolution: A decision or action decided and authorized by the LLC members or managers.
Minute Book: In a company's context, a minute book is a written document or group of documents with all the company's records. It can include any legal documents such as bylaws, company resolutions, annual reports, or meeting minutes.
It's customary for the LLC's secretary or meeting's chairperson to sign the LLC Organizational Meeting Minutes. The attending members may also sign the document. The signatures do not need to be notarized or witnessed. However, notarizing the signatures establishes the validity of the document if it is challenged in the future.
Once completed and signed, a copy of the LLC Organizational Meeting Minutes should be entered into the company's minute book. It's a part of the organization's formal record and can be used to enact resolutions in the future. Individual members of the LLC may also want to keep a copy of the minutes for their records.
There is no need to file LLC Organizational Meeting Minutes with any state or federal authority or recorder.
Besides being necessary in some cases as a part of the process of incorporation, meeting minutes serve to protect the members of an LLC from business liabilities. They establish the LLC as a separate legal entity from its members and prevent third parties from targeting the members personally for debts or actions incurred or taken by the LLC.
While both documents record roughly the same event (i.e. the formational framework of an LLC), the LLC Organizational Meeting Minutes are an internal document for the members of an LLC while the Articles of Incorporation are a set of documents filed with the governing state body.
States generally require that an LLC is represented by a registered agent to ensure clear lines of communication between the state and the company. The registered agent has a physical office in the state and its job entails facilitating any process between the state and the LLC.
Membership certificates document the degree of ownership interest in an LLC. They’re similar to corporate stock certificates except they’re used in the context of an LLC as opposed to a corporation.
Typically, members are owners in an LLC. In other words, they hold an interest in the company, much like a stockholder in a corporation. Managers, on the other hand, are elected by the members of an LLC to perform administrative duties and serve a similar purpose to directors in a corporation. Members can also be managers in an LLC.
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