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Updated over 1 year ago, 08/18/2023
Best Practice for LLC Meeting Notes
1. Are there any good, simple meeting minutes templates that can be recommended? I've found a bunch online but they vary quite a bit.
2. How often do you need to have minutes (i.e. once a week, once a month, quarterly, once a year) in order to ensure your LLCs are seen as legitimate?
3. Are there any guidance on the type of decisions that should be noted vs. those that do not? I've talked to some folks who say everything vs. just major decisions. Would love to get some thoughts from the general group here on best practices would be great. This is probably where I'm struggling the most.
4. Do I need minutes for all my LLCs or just the main holding LLC?
Thanks!
I think the big question is how many members are in the LLC? If it's just you, then it's pretty simply. I am speaking from a lending standpoint, but we'll usually ask for a "Unanimous Consent" for the loan, but that's pretty much it. How many members are in the LLC? That will allow us to give you a good answer.
Hi Tam.
There is no statutory or case law requirement for LLCs to have annual meeting minutes.
Having said that, I definitely create annual meeting minutes for my LLCs for the following reasons:
1) it's fairly straightforward to do
2) it shows that you are following corporate formalities which strengthen the legitimacy of the LLC
3) it makes it more difficult for a creditor to 'pierce the corporate veil' meaning the creditor argues that the LLC is really just a proxy for you and thus tries to pursue you personally for damages
I also recommend that each LLC has its own bank account and that funds are never mixed between companies.
Hope that this helps!
Quote from @Doug Smith:
I think the big question is how many members are in the LLC? If it's just you, then it's pretty simply. I am speaking from a lending standpoint, but we'll usually ask for a "Unanimous Consent" for the loan, but that's pretty much it. How many members are in the LLC? That will allow us to give you a good answer.
Hi Doug,
Sorry for the delay here. It's a single-member LLC. Just me.
Quote from @Charley Gates:
Hi Tam.
There is no statutory or case law requirement for LLCs to have annual meeting minutes.
Having said that, I definitely create annual meeting minutes for my LLCs for the following reasons:
1) it's fairly straightforward to do
2) it shows that you are following corporate formalities which strengthen the legitimacy of the LLC
3) it makes it more difficult for a creditor to 'pierce the corporate veil' meaning the creditor argues that the LLC is really just a proxy for you and thus tries to pursue you personally for damages
I also recommend that each LLC has its own bank account and that funds are never mixed between companies.
Hope that this helps!
Thanks, Charley. It makes sense but point #3 here brings up something interesting. Let's say I have a property in an LLC for State 1 and another property in another LLC say State 2. Both LLCs are owned by a holding LLC. All have their own accounts. Let's say State 1's property brings in $1000 CF a month while State 2 LLC brings in $800. Based on what you said, you should not move money from State 1 to pay State 2 correct?
@Tam Nguyen Sorry to interject, but to your reply right above, no, you should not have State #1 LLC send funds to State #2 LLC or vice versa. However, since they would both be owned by your holding LLC, they can each "kick up" directly to the holding LLC.
To the point made by @Charley Gates, having a record of annual "minutes" is another added (and thorough) layer of your annual corporate maintenance to have as proof that you are in fact treating the LLC entity as its own separate entity, and not an alter ego of yourself. The reason I put minutes in quotation marks is because your recording of minutes does not need to be anything super complex. We usually prep what's called Unanimous Consent in Lieu of Annual Minutes for folks and it pretty much just bullet points the high level activity of the entity over the last year.
Chime back if you have any other q's.
Quote from @Tam Nguyen:
Quote from @Charley Gates:
Hi Tam.
There is no statutory or case law requirement for LLCs to have annual meeting minutes.
Having said that, I definitely create annual meeting minutes for my LLCs for the following reasons:
1) it's fairly straightforward to do
2) it shows that you are following corporate formalities which strengthen the legitimacy of the LLC
3) it makes it more difficult for a creditor to 'pierce the corporate veil' meaning the creditor argues that the LLC is really just a proxy for you and thus tries to pursue you personally for damages
I also recommend that each LLC has its own bank account and that funds are never mixed between companies.
Hope that this helps!
Thanks, Charley. It makes sense but point #3 here brings up something interesting. Let's say I have a property in an LLC for State 1 and another property in another LLC say State 2. Both LLCs are owned by a holding LLC. All have their own accounts. Let's say State 1's property brings in $1000 CF a month while State 2 LLC brings in $800. Based on what you said, you should not move money from State 1 to pay State 2 correct?
Hi Tam: I agree with the reply from @Luis Alvarez
You should not have State 1 LLC transfer money directly to State 2 LLC. Instead, the flow of money should follow the organizational chart (e.g., State 1 LLC --> holding company LLC --> State 2 LLC).
Hope that this helps.
Quote from @Charley Gates:
Hi Tam.
There is no statutory or case law requirement for LLCs to have annual meeting minutes.
Having said that, I definitely create annual meeting minutes for my LLCs for the following reasons:
1) it's fairly straightforward to do
2) it shows that you are following corporate formalities which strengthen the legitimacy of the LLC
3) it makes it more difficult for a creditor to 'pierce the corporate veil' meaning the creditor argues that the LLC is really just a proxy for you and thus tries to pursue you personally for damages
I also recommend that each LLC has its own bank account and that funds are never mixed between companies.
Hope that this helps!
Charley, thank you for posting this. As I dip a toe or two into the LLC world, I was wondering the same thing as the OP (@Tam Nguyen). Also trying to lay out best practices for transferring money from personal to LLC checking. My initial feel is this should be done as a loan from me to my (single member) LLC. That would keep the funding monies from being considered profit.
So figuring this out from what I've read thus far, I would need to charge an interest rate on the loan (perhaps something nominal like 1% or 0.1%), work up a generic loan document that would state the terms and such. Would I even need to have this notarized or simply documented in my files, along with monthly interest payments? Generic documents seem to suffice.
Thoughts?
No specific need to execute a loan to yourself, since you are a member of the LLC, (when you are sending funds from your personal account to the LLC account) you are just making a capital contribution to the LLC. Indeed, you should make sure that the capital contributions are sufficient in size ($2,000, $5,000, etc.) rather than small contributions at a time (as transactions come up) so that you are following the proper corporate maintenance of "proper capitalization".
However, if you did want to execute a Promissory Note to or from the LLC (for other reasons) that can be easily put together and nothing too official needs to be done with that. I can always provide more details around that.
Quote from @Paul Vail:
Quote from @Charley Gates:
Hi Tam.
There is no statutory or case law requirement for LLCs to have annual meeting minutes.
Having said that, I definitely create annual meeting minutes for my LLCs for the following reasons:
1) it's fairly straightforward to do
2) it shows that you are following corporate formalities which strengthen the legitimacy of the LLC
3) it makes it more difficult for a creditor to 'pierce the corporate veil' meaning the creditor argues that the LLC is really just a proxy for you and thus tries to pursue you personally for damages
I also recommend that each LLC has its own bank account and that funds are never mixed between companies.
Hope that this helps!
Charley, thank you for posting this. As I dip a toe or two into the LLC world, I was wondering the same thing as the OP (@Tam Nguyen). Also trying to lay out best practices for transferring money from personal to LLC checking. My initial feel is this should be done as a loan from me to my (single member) LLC. That would keep the funding monies from being considered profit.
So figuring this out from what I've read thus far, I would need to charge an interest rate on the loan (perhaps something nominal like 1% or 0.1%), work up a generic loan document that would state the terms and such. Would I even need to have this notarized or simply documented in my files, along with monthly interest payments? Generic documents seem to suffice.
Thoughts?
When I have funded my LLCs, I have simply categorized them as 'capital contributions' from an accounting perspective. This would not create a tax liability for the LLC.
I think that a personal loan to the LLC is more complicated than is necessary.
I welcome other view points on this.
If these are all solo LLCs, you can write your minutes on a yellow pad and say I meet to determine there are no changes to the LLC and file it a draw. (Or create a Word doc and store it on your computer (after you signed it). There is no need to make it complicated. There is a great book with good information Veil Not Fail by Garret Sutton. It is worth the time to read it.
Correct, in essence what you're doing with the Unanimous Consent in Lieu of Annual Minutes is you're just signing a list of "notes" from yourself to yourself. You sign/date at the bottom. And done. These are usually one pagers. But having it at least typed up and printed provides the appearance that you are up keeping with corporate formalities. These take us minimal time to put together.