Template Tuesday: Why You Should Document an Annual Meeting for Your LLC

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1. Feature: Template Tuesday: Why You Should Document an Annual Meeting for Your LLC (5 min)

2. From the Archive: Should You Be The Registered Agent Of Your LLC?
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One free and one premium template included.

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Missed our last feature article? How to Involve Others in Your LLC Without Giving Up Ownership. Read it here.

Most small business owners form an LLC for one reason above all others: to protect their personal assets from business liabilities. Too many stop there. They open a bank account, sign an operating agreement, and then allow years to pass without holding a formal meeting or documenting important decisions.

That is where problems begin, especially in multimember LLCs. Disagreements over money, management, or business direction often trace back to one fact: no one ever met, reviewed the year, and recorded the decisions.

Why documentation matters

The legal separation between you and your LLC, sometimes called the liability shield, is not just paperwork you filed when you started the company. It is an ongoing standard of behavior. If you ever face a lawsuit or tax audit, you will want to show that the LLC operated as a distinct entity.

Documenting decisions once a year is one of the easiest ways to help demonstrate that. It creates a record of who decided what, when, and based on what information. Even in states that do not require an annual meeting, clear documentation shows the company is operated with care and formality. The IRS, courts, and lenders care less about the legal minimum and more about whether you act like a real business.

Meeting or consent in lieu of meeting

You have two ways to document your annual decisions.

First, you can hold an annual meeting where members attend in person, by phone, or by video. You follow an agenda and vote on key matters.

Second, you can use a written consent in lieu of meeting. This is a document that members sign approving specific actions without a meeting.

Both methods are valid in Florida, Wyoming, and Delaware under statute. Nevada does not require annual meetings and relies on your operating agreement for procedures; Nevada law expressly permits unanimous written consent to adopt or amend the operating agreement. For other actions in Nevada, check your operating agreement to ensure written consent is authorized.

The problem for many multimember LLCs is that they never actually meet. Without a meeting, informal understandings turn into misunderstandings. The budget no one remembers approving. The officer appointed temporarily who is still serving years later. The distribution policy that shifted without a vote.

When multiple owners are involved, a live discussion at least once a year helps to keep everyone aligned and ensures there is a record of what was decided.

What to include in your annual record

Whether you hold a meeting or sign a consent in lieu of meeting, your annual record should be clear, specific, and dated. You do not need pages of text, but you do need to cover the essentials.

Confirm who is running the company. If your operating agreement calls for a manager, reaffirm or elect one.
Example: “Election or Reaffirmation of Managers or Officers — [NAME(S)] shall serve as [MANAGER / MANAGING MEMBER / OFFICER TITLE] until the next annual meeting or until their successor is duly elected.”

Approve a budget. Even a one-page budget is sufficient. The important part is showing it was approved.
Example: “Vote: Upon motion duly made, seconded, and carried, the budget for fiscal year [YEAR], as presented, is hereby approved.”

Address distributions. State whether distributions will be made, when, and under what authority.
Example: “Distributions… shall be made in accordance with the Operating Agreement and applicable law.”

Review the financial report. Summarize the prior year’s financial performance. If no vote is required, note that fact.

Confirm tax matters. State that tax filings are current and that any elections remain in place.

List other material actions. These may include approval of a major contract, refinancing a loan, or amending the operating agreement.

Each of these entries is a permanent record. If a dispute arises, it is clear what was decided and when.

Sole members can keep it simple

If you own one hundred percent of your LLC, no one will challenge your authority to act. That does not mean you should skip documentation altogether. A bare-bones annual resolution or consent in lieu of meeting can be prepared in less than an hour and can help if you ever need to prove that your LLC was a separate legal entity.

Florida and Delaware courts look for improper conduct or injustice when considering whether to pierce the veil, not just informality. Commingling funds, misuse of company assets, or using the LLC as a façade are the kinds of facts that matter. Clean annual records make it easier to show you acted like a separate, well-run business.

For a single-member company, the record can be one page.
Title it “Consent in Lieu of Annual Meeting of the Members of [YOUR LLC NAME].”
List the decisions you are making.
Sign and date it.
Keep this with your operating agreement and tax records.

For more details on operating agreements, read our previous article: Your LLC Is Missing Its Most Important Document.

The law in four popular LLC states

Florida: No annual meeting requirement. Members can act without a meeting if the action is approved in a record by the necessary votes (Fla. Stat. § 605.04073(4)).

Wyoming: No annual meeting requirement. Members may act without a meeting under Wyo. Stat. § 17-29-407(d).

Nevada: No annual meeting requirement. The operating agreement governs member procedures. Nevada statutes expressly allow unanimous written consent to adopt or amend the operating agreement (NRS 86.286). For other actions, follow the procedure in your operating agreement.

Delaware: No annual meeting requirement. Members may act without a meeting, without prior notice, and without a vote if the written consent has at least the minimum votes that would be needed at a meeting (6 Del. C. § 18-302).

In all four states, you can choose to hold a meeting or use written consent, but you are better protected when there is an annual record.

Choosing your method

Multimember LLCs benefit from holding at least one real meeting each year. It allows discussion of issues, keeps communication healthy, and ensures votes are taken in context. Routine matters during the year can still be handled by written consent.

Single-member LLCs can use a consent in lieu of meeting or short resolution. Keep it factual and prepare it every year.

The key is consistency. Choose a method and follow it every year so there are no gaps in your records. If you did not actually hold a meeting, do not draft “minutes.” Use a written consent instead.

Our professionally prepared template

We offer a new Annual Meeting Minutes and Consent in Lieu of Meeting Template prepared for use in multiple states. It includes both formats.

The meeting format is for LLCs that will gather members and take votes.
The consent in lieu format is for LLCs that choose to approve actions without a meeting.

Both formats are designed so you can fill in the blanks quickly. The language is precise, and the structure prompts you to include the key approvals that protect your LLC.

Final word

Good governance is not busywork. It is part of keeping your LLC’s liability shield intact and avoiding disputes.

If you are a multimember LLC, hold at least one actual meeting per year. If you are a sole member, prepare a short consent in lieu of meeting or annual resolution. In both cases, date it, sign it, and keep it with your records.

The strength of your LLC is tied to how you run it. Documenting your decisions once a year is one of the simplest ways to show that you operate like a real business and to keep that protection strong.

Have an interesting business question and need a free bit of advice? Send your question to [email protected]. No confidential info, please!