Holding your Annual Meeting

Many of our clients ask whether or not they have to hold an annual meeting if their entity is an LLC. Since it is not required by law in most states, why bother?

The answer goes back to common sense. You must be able to show a court of law that you are running a professional organization, separate and distinct from you, the owner, in order to maintain your liability protection. Why would you give up the opportunity to run – and document – a formal meeting that shows you are acting in a professional manner? More importantly, most operating agreements state that an annual meeting must be held. Failing to abide by the terms of an agreement that, most likely, you signed, can seriously damage your protection.

The key here is not to fuss over the meeting, but to hold it in a manner that is fun. First, choose a restaurant that you particularly enjoy – or perhaps one that you have always wanted to visit, as long as the bill will be reasonable for the level of business your company brought in last year. If you are on vacation, holding your annual meeting while you are away is one way to have the company foot the bill for some of your expenses.

Next, spend a couple of hours preparing. If you have kept your minutes up-to-date during the year, review them to ensure they are complete and note anything that is missing. If your minutes have not been kept up-to-date, make a list of all the decisions made and actions taken by the Managers that need to be approved and ratified. The list does not have to be in the form of a Written Consent: You can create that later.

Create an agenda for your meeting, including items to discuss regarding your plans for the current year. Remember, if you are going to a nice restaurant, this meeting could last an hour and a half to two hours. And prepare a Waiver of Notice of Meeting and sign it.

Bring your agenda and your notes to the restaurant. Hold your meeting in a leisurely fashion. If your spouse or partner is with you but is not part of the company, make sure you note his or her presence as a non-member, and appoint him or her as secretary for the meeting. Make sure he or she takes notes during your discussion to help you write up the resolutions later on. If you are alone, take notes yourself so you can remember what you thought about. Remembering may not be as easy as you think by the time you get to dessert.

Now you may remember from Start Your Expense Tracking that in order to write off a day’s worth of travel expenses you must work a minimum of 4 hours. Two hours of preparation, an hour and a half for the meeting and a half hour writing the Meeting Minutes equals four hours. Now your company can pay for one night of your hotel, car rental, parking, and meals – including the dinner you enjoyed during the meeting. Not bad for a meeting that you may not have wanted to conduct at all.

30 thoughts on “Holding your Annual Meeting”

  1. Im not exactly understanding this so to speak,, Im just now starting this business and have no employes its just me .. So who exactly am i having a meeting with and whats the meeting about ?

  2. Hello Wesley,

    You might find it helpful to review this video. We understand that it is confusing to act out all of the roles needed in a company. Your initial meeting is to confirm you as the member (owner) of the company and to assign the management roles to you.

  3. Hello Marie,

    You might find it helpful to review this video. We understand that it is confusing to act out all of the roles needed in a company. Your initial meeting is to confirm you as the member (owner) of the company and to assign the management roles to you.

  4. How does one justify and legally satisfy this requirement if only one person is an LLC?
    I have never had conversations with myself……….:)

    Thank You
    Frank

  5. Hello Frank,

    You might find it helpful to review this video. We understand that it is confusing to act out all of the roles needed in a company. Your annual meeting is to review the prior year’s activities, re-elect you as the member (owner) of the company and to assign the management roles to you.

  6. I have no one to have a meeting with. I have been taking lessons and doing homework for 5 months. I do have a web sight built and is ready to run when i get my help.
    M y agenda for my business is to get it running asap. I do have a minutes book of all of my work. I already have over 450 hours involved in studys and phone calls with coaches and wholesalers.

    If i left anything out or didn’t do this right, please let me know.

    THANK YOU
    Mr. Dennis Siber
    Carosel Marketplace.LLC

  7. I just received my minute book and there is a Waiver of Notice Meeting held on June 10, 2013 that was prepared and Signed by Wendy Byer acting as Temporary Chairman. What is my next step? Do I need to conduct another meeting right away and how often should I conduct meetings? Do I need to sign the minutes of the meeting conducted by Wendy?

    Also, do I need a board?

  8. Hello Janet,

    Your LLC does not need a board of directors – only Corporations require that. The next steps for the minute book can be found in the “Completing your LLC Minute Book” module on this web site. Just slecet it form the drop down menu “My Modules”.

    Regards, Gary

  9. Are there examples of this paper work to see what they look like? At this time the LLC has no money and no product or service to provide.

  10. Hello Marvin,

    The first thing to point out is that your meeting should be planned for March / April of next year.

    The annual meeting is very similar in style to the steps involved in your initial meeting. A “waiver of notice” and then the “annual meeting” where you elect yourself (usually) to fill the positions of President, Secretary, Treasurer, etc. You can add a sentence where the president mentions what steps have been taken to establish the business and what plans are being considered for improving the business for the following year, however that is not mandatory.

  11. I’m just starting out, so with that said; what is my time frame to have my first annual meeting, one week or 3 months? Thank you.

  12. i will like to know if the members attending the meeting names most be in the company profile, directors or list of share holders ? if yes how will you do if you are just the only director for now, just trying to grow the business ? .

  13. What if you are the only member of the LLC, do you have to go to restaurant to write minutes? Can a single member of LLC also write a resolution if a meeting was not held or missed?

  14. Fantastic! This has been so encouraging & helpful in what to keep track of for taxes & business. THANK YOU

  15. Annual meetings are normally held during the spring of every year – your operating agreement gives you a time frame. Other meetings would be held to document important business, financial and legal decisions.

  16. Thank You for the heads up on meetings! I need to talk to someone about help getting a business credit card to transfer all the startup expenses to, as the monthly bills are starting to appear on my personal accounts!

  17. Hello Rodney,

    We are not able to provide this type of advice. Our company provides incorporation and educational services. You should contact a knowledgeable accountant or financial strategist in this regard.

    Sincerely,
    Gary Bauer

  18. Hello Judy,

    Think of minutes as a record of important business / financial / legal decisions that are recorded in the ‘diary’ called a minute book. Once your business is up and running, there would likely not be any decisions that need to be recorded until you change something – new bank account, web site, suppliers, etc.

    Sincerely,
    Gary Bauer

  19. I may not have gotten all of the notices because they are going in my spam folder. I will research to see if any more have gone in there
    thanks
    Carol

  20. This is the first time I have had to do a meeting. I am just one person and no one else is involved. How do I do this on my own.

  21. Hello Barbara,

    Similar to your initial meeting, you ‘play’ all of the parts. Meetings usually require 10 days notice and for smaller companies like yours, you start with a waiver of notice of meeting followed by the meeting minutes themselves. Document your decision, sign and date and place it in your minute book. You can watch the single member video http://www.ebiz-learningmembers.com/completing-your-llc-minute-book for a short discussion as well.

  22. This is most helpful info. Good instruction, makes it seem possible, realistic, and necessary to provide the protection that we are hoping to acquire. Thanks many times!

    As for the meeting: should this happen same month every year– this may be addressed in the Q & A section . . . in the modules. Carol and Dan

  23. Thank you. Your annual meeting does not have to have a fixed date / time – just sometime in the first 4 – 5 months of the year.

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