[...]... I/4 YOUR LIMITED LIABILITY COMPANY • Your legal paperwork provides a record of important LLC transactions This “paper trail” can be important if disputes arise It will show your managers, members, creditors, and suppliers; the IRS; and the courts that you acted appropriately and in compliance with legal requirements • Formally documenting key LLC actions is a failsafe way to keep all members (managing... of annual meetings of managers and/or members • the admission of a new member by the LLC • the buyback of an existing membership interest by the LLC • the purchase of real estate • the authorization of a significant loan or substantial line of credit, and • the making of important federal or state tax elections These, and other important decisions, should be made by your managers and/or members and... company’s federal, state, and local income-tax returns and reports, if any, for the three most recent years; 4 copies of any then effective written operating agreements and of any financial statements of the limited liability company for the three most recent years; and 5 unless contained in a written operating agreement, a writing setting out: i the amount of cash and a description and statement of the... meeting (you can talk to yourself if you wish) 2 When Should LLCs Hold Formal Meetings? LLC operating agreements sometimes require annual meetings of members and, in manager-managed LLCs, AND W RITTEN C ONSENTS 2/5 annual meetings of managers In manager-managed LLCs, the annual members’ meeting is held first, in order to elect the managers for the upcoming year After the members’ meeting, and usually... for any annual meetings scheduled in your operating agreement Typically, this means preparing minutes for an annual members’ meeting Managermanaged LLCs will also prepare minutes for the annual managers’ meeting that follows Also prepare formal LLC documentation for all important legal, tax, financial, or business decisions reached by the managers or members during the year This documentation can be... better and more substantial Minutes and consent forms can be important, in themselves, to show that you respect and are entitled to the benefits that arise from the separate legal status of your LLC EXAMPLE: In preparation for a lawsuit against the LLC by an unpaid creditor, the creditor’s attorney requests copies of minutes of all annual and special meetings of your members and managers If your LLC... subject to inspection and copying at the reasonable request and at the expense of any member or manager during ordinary business hours 1/4 YOUR LIMITED LIABILITY COMPANY 1 Articles of Organization The first key organizing document any LLC must have is its articles of organization (in some states, this document is called a certificate of organization or certificate of formation) An LLC comes into existence... whether your LLC is “member-managed” or “manager-managed.” Let’s clarify this legal jargon Most state statutes provide that an LLC is managed by all its members unless the LLC articles say otherwise For example, if the LLC organizers decide that the LLC should be managed by four out of seven members, the articles should say so As an alternative to member-management, the articles can elect manager-management... like banks, trust companies, escrow companies, title companies, and property management companies often ask LLCs to submit a copy of a manager or membership resolution that approves the transaction that is being undertaken, such as taking out a loan or purchasing or renting property HOW TO USE THIS BOOK Let’s face it—you’ve got more important and interesting work to do than to spend your days reading a... purpose of your articles of organization and ymour operating agreement and the need for LLC records, much of the material in this chapter may seem old hat If so, skip ahead to Chapter 2 for an overview of the common methods of ongoing LLC decision making These include holding LLC meetings and preparing written consents of manager and member decisions A ORGANIZE YOUR LLC RECORDS Anyone who sets up an LLC . alt="" 3rd edition Your Limited Liability Company An Operating Manual by Attorney Anthony Mancuso About Nolo Have a legal question? Chances are Nolo can help you answer it, both in print and online. For. you want the help of a trained professional, consult an attorney licensed to practice in your state. 3rd edition Your Limited Liability Company An Operating Manual by Attorney Anthony Mancuso THIRD. SOLUTIONS, INC. Mancuso, Anthony Your limited liability company : an operating manual / by Anthony Mancuso. 3rd ed. p. cm. Includes index. ISBN 0-87337-999-3 (alk. paper) 1. Private companies United