The Act specifically lists various documents which must be kept. It also requires that all documents be kept that deal with certain identified subject matters. It even has a catch all allowing members "other information regarding the affairs of the limited liability company as is just and reasonable." 7-80-408
Consequently, any document containing information that the LLC perceives to be relevant to a reasonable inquiry of a member should be kept.
Best Practices for Record Keeping for a Colorado LLC
The following records should be kept by any Colorado LLC.
Formation and Organization Documents
1. A copy of the Articles of Organization and all amendments to it; (CRS 7-80-408 (1) (d) "A copy of the limited liability company's articles of organization and a copy of any written operating agreement of the limited liability company")
2. A copy of all written Operating Agreements ever used. (CRS 7-80-408 (1) (d))
Correspondence with the State
1. Any document filed with the State concerning the LLC;
2. Any document received from the State concerning the LLC.
1. A copy of all federal, state, and local income tax returns ever filed; (CRS 7-80-408(1) (b) "A copy of the limited liability company's federal, state, and local income tax returns for each year")
2. A copy of any financial statements. (CRS 7-80-408 (1) (a) "True and full information regarding the business and financial condition of the limited liability company, including written resolutions and minutes, if any, of the limited liability company" )
Documents Related to the Internal Operation of the LLC
1. A copy of the minutes, if any, of each meeting of members and of any written consents obtained from members; (CRS 7-80-408 (1) (a))
2. Any document which discusses the amount of capital contributions of each member in terms of cash or agreed value of other property or services contributed; (CRS 7-80-408 (1) (e) "True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and that each member has agreed to contribute in the future, and the date on which each became a member")
3. Any document which discusses the details of events, times, or other agreements made for further contributions to be made from members, if any; (CRS 7-80-408 (1) (e))
4. Any document which discusses the share of profits and losses due each member;
5. Any document which discusses any right of a member to receive distributions of funds;
6. Any document which discusses any right of a manager to make distributions of funds to a member;
7. Any document which discusses each member's respective voting rights;
8. Any document which discusses the details of events that would cause the LLC to be dissolved and its affairs wound up, if any.
Records of Members and Managers
1. A current list of the full names and last known address of all past and present members. (CRS 7-80-408 (1) (c) "A current list of the name and last-known business, residence, or mailing address of each member and manager")
2. A current list of the full names and last known addresses of all past and present managers. (CRS 7-80-408 (1) (c))
Other LLC Business-Related Information
The LLC should maintain any record which contains information about LLC business material to a member's rights and duties. The statute puts it "regarding the affairs of the limited liability company as is just and reasonable". (CRS 7-80-408 (1) (f))
Location of Records
The above documents and records should be available at the principal business office maintained by the LLC.
Form of Records
The documents and records may be maintained either in hard copy or electronically, as long as the electronic version can be printed within a reasonable period of time. ( CRS 7-80-408 (4) "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.")
The above records are just the documents and records that are required to be kept as to the form of business. Many other records, for example records required to prepare tax returns, records required to be kept on employees, etc., are also required to be kept by an LLC, just as they are required for businesses operating in other forms.
The After Incorporation Tools
After Incorporation's tools are specifically designed to aid companies to comply with these requirements. Using our tools, your records are not only organized properly, but they can easily be made available to your Members and others required to be given access under these laws. You will also find the forms and templates you need to create the documentation to meet these requirements.