Should LLCs Always Have Annual Member Meetings?

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1. Feature: Should LLCs Always Have Annual Member Meetings? (4 min read)

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You’ve taken the leap and formed your small business as a limited liability company (LLC)—congratulations! Whether you’re running a one-person show or planning to grow, you might be wondering: Do I really need to conduct and document member meetings, especially if I’m the only member? The short answer is yes.

Let’s walk through why this small annual habit can save you headaches—and maybe even your personal assets.

The Big Picture: Why Meetings Matter

If you’re a sole member LLC, holding a "meeting" with yourself might sound ridiculous. But documenting your decisions—whether through formal minutes or quick written resolutions—adds a protective layer around your business. The main reason? It helps preserve the limited liability protection that keeps your personal assets (like your home and savings) safe from business liabilities.

Without documentation, you risk a court "piercing the corporate veil" and holding you personally liable. Plus, a solid paper trail tells banks, investors, and the IRS that you're running a real business. It’s a sign you’re taking your responsibilities seriously.

What the Law Says: Florida, Delaware, and Arizona

None of these states require annual meetings or minutes for sole member LLCs. But there are nuances:

• Florida: The Florida Revised LLC Act doesn’t require meetings or minutes. But if your operating agreement says you must, then you must.

• Delaware: Super flexible. No meeting requirement, and you can take action through written consent. Your operating agreement controls.

• Arizona: Since 2019, Arizona requires all LLCs to have an operating agreement. That agreement doesn’t need to require meetings, but it must exist.

So, while not mandatory, documenting decisions is still smart. Here’s why.

1. Protect Your Liability Shield

The biggest benefit of forming an LLC is separating personal and business liabilities. But if you don’t maintain basic business formalities, courts can ignore that separation. Florida’s 2021 Olmstead v. FTC case highlights how lacking records or an operating agreement can lead to personal liability.

Think of documenting your decisions like brushing your teeth: a simple habit that prevents costly problems later.

2. Build Credibility with Banks and Investors

When applying for a loan or seeking investors, you'll often need to show your LLC is well-governed. Minutes or resolutions signal you take compliance seriously. In all states, clean records make your startup more attractive. Banks may also request company records when your loan application is under review.

3. Be Audit-Ready

The IRS scrutinizes sole-member LLCs to make sure they’re not just personal hobbies. Documenting decisions—like approving the annual budget or authorizing salaries and distributions (especially if your LLC has made an S Election (see our article here)—proves your LLC operates like a real business. In all states, clear documentation can prevent unnecessary questions from the your state department of revenue.

4. Review and Plan

An annual "meeting" or written resolution gives you time to reflect. Are you meeting goals? Is marketing working? Writing this down is like journaling for your business. It sharpens your strategy and tracks your progress.

How to Do It: Keep It Simple

You don’t need a boardroom. Just do the following:

1. Check Your Operating Agreement

   • If it requires meetings, follow that. If it doesn’t, you can default to resolutions.

2. Pick a Format

   • Meeting Minutes: Jot down the date, your name, and key decisions.

   • Written Resolution: Example: "On June 2, 2025, I, [Your Name], sole member of [LLC Name], approve the 2025 financial plan."

3. Document Key Decisions

   • Approving financials, signing contracts, making distributions, renewing licenses—write it down.

4. Use a Template

   • You can find free templates online. Or better: Our Premium subscribers can download our ready-to-use resolution template (see information below).

5. Store It Safely

   • Keep records for at least seven years—digital or printed.

6. Attorney Help

   • Consult with a licensed attorney in your state if you have any questions or concerns.

Pro Tip: Make It a Habit

Set a recurring calendar reminder for one month after your fiscal year ends. Spend an hour reviewing your business and documenting decisions. If your operating agreement requires meetings and you prefer resolutions, amend it. In Florida, this is a quick fix.

Bottom Line

No, you're not legally required to hold annual meetings in Florida, Delaware, or Arizona. But doing so anyway protects your personal assets, reinforces your business's credibility, prepares you for audits, and helps you make better decisions. Whether it’s a formal meeting or a written resolution, build this habit once a year.

Want help getting started? The Co. Letter’s Premium subscribers have access to an LLC Annual Meeting Resolution template—and peace of mind that you're covered. Join Premium [here] for less that a cup of fancy coffee per month!

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