Keeping Records for your LLC

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

What Records must be kept in an LLC

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

Where do I have to keep the records of the LLC?

The law does not specify where.  But the law does allow you to keep the records other than in paper form, which includes in electronic format, as long as you can produce everything in written form in a reasonable time (aka print it).  §1102(d).

Who can demand access to the Books and Records of the LLC?

Any member of the LLC.

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 limited liability company’s affairs as is just and reasonable.  From that, it follows that you should also keep accurate records regarding the financials of the LLC and all resolutions or similar LLC documents relating to the LLC.

While I have you thinking about keeping records, it wouldn’t hurt to peruse this IRS publication:  Starting a Business and Keeping Records.

Call me if you have any questions about this topic.

Also, see “Access to LLC Books and Records.”

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 or by email.