Keeping Records for your LLC

Keeping Records for your LLC

This may come as a surprise to many LLC members and managers:  keeping certain records is required under the LLC laws.  You have an obligation to keep proper records under §1102 of the New York Limited Liability Company Laws.

Specifically, you must maintain the following records:

– if your LLC has managers, a list of the full names of all managers and their mailing addresses;

– a list of all members and their mailing addresses together with each member’s contribution to the LLC and his or her share of profits and losses;

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– a copy of the articles of organization and all amendments;

– a copy of the operating agreement;

– a copy of the LLC’s federal, state and local income tax returns for the three most recent years;

If you are in charge of managing the books of the LLC, you are well advised to adhere to these rules, so that nobody can blame you for being negligent in the management of the LLC.

Also, be aware that any member of the LLC has a right to demand access to such records and any financial statements maintained by the limited liability company for the three most recent fiscal years and any other information regarding the affairs of the limited liability company as is just and reasonable.  From that it follows that you should also keep accurate records regarding the financials of the LLC and any and all resolutions or similar LLC documents relating to the LLC.

Do you have to keep paper records?  No, they do feel for trees and provided that a  limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.

While I have you thinking about keeping records, it also wouldn’t hurt to peruse this IRS publication:  Starting a Business and keeping Records.  Pay particular attention to the section “Record Keeping.”


About Imke Ratschko

Imke Ratschko is a New York Attorney helping small businesses, business owners and entrepreneurs with all things "Small Business Law," such as litigation, contracts, business owner disputes, shareholder and operating agreements, sale or purchase of a business, investors, and starting a business. You can reach her at 212.253.1027.