Florida enacted its first LLC statute in 1982. It was the second state to enact a LLC statute, after Wyoming. It was a little used form of entity until 1998 because Florida initially imposed corporate taxes on it. The initial statute was referred to as the Florida Limited Liability Company Act and was found at Chapter 608, Section 401 et seq. of the Florida statutes.

After several revisions, and a period in which both statues were in effect, the initial statute was completely replaced effective January 1, 2015 with the Florida Revised Limited Liability Company Act ("FRLLCA"). Chapter 605 of the Florida Statutes is where most of the relevant provisions are found here.

The record keeping requirements for LLCs is found at FRLLCA Sec. 605.0410. It requires that certain specific documents must be kept. Additionally FRLLCA Sec. 605.0410(3) (b) 2 provides that a member should be allowed "(f)ull information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable."

Best Practices for Record Keeping for a Florida LLC

The following records should be kept by any Florida LLC.

Formation and Organization Documents:

• A copy of the Articles of Organization and all amendments to it. (FRLLCA Sec. 605.0410 (1) (c) "A copy of the articles of organization, articles of merger, articles of interest exchange, articles of conversion, and articles of domestication, and other documents and all amendments thereto, concerning the limited liability company which were filed with the department, together with executed copies of any powers of attorney pursuant to which any articles of organization or such other documents were executed.)
• A copy of all written Operating Agreements ever used. (FRLLCA Sec. 605.0410 (1) (b) "A copy of the then-effective operating agreement, if made in a record, and all amendments thereto if made in a record.")

Correspondence with the State:

• Any document filed with the State concerning the LLC; (FRLLCA Sec. 605.0410 (1) (c) above)
• Any document received from the State concerning the LLC.

Financial Documents:

• A copy of all federal, state, and local income tax returns for each year; (FRLLCA Sec. 605.0410 (1) (d)"Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the 3 most recent years.")
• A copy of any financial statements from at least the last three years. ( FRLLCA Sec. 605.0410 (1) (e)"Copies of the financial statements of the limited liability company, if any, for the 3 most recent years." )

Documents Related to the Internal Operation of the LLC:

• A copy of the minutes, if any, of each meeting of members and of any written consents obtained from members; (Generally LLCs unlike corporations are not required to have minutes of meetings, see e.g. Florida statutes 607.1601. That said, if the LLC has a meeting and minutes are taken, a record of the same should be maintained per FRLLCA Sec. 605.0410(3) (b) 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; (FRLLCA Sec. 605.0410(3) (f) "Unless contained in an operating agreement made in a record, a record stating the amount of cash and a description and statement of the agreed value of the property or other benefits contributed and agreed to be contributed by each member, and the times at which or occurrence of events upon which additional contributions agreed to be made by each member are to be made.")
• Any document which discusses the details of events, times, or other agreements made for further contributions to be made from members, if any; (see FRLLCA Sec. 605.0410(3) (f) above)
• Any document which discusses the share of profits and losses due each member; (This is the type of information relating to a members interest protected by FRLLCA Sec. 605.0410 (3) b.)
• Any document which discusses any right of a member to receive distributions of funds; (This is the type of information relating to a members interest protected by FRLLCA Sec. 605.0410 (3) b.)
• Any document which discusses any right of a manager to make distributions of funds to a member; (This is the type of information relating to a members interest protected by FRLLCA Sec. 605.0410 (3) b.)
• Any document which discusses each member's respective voting rights; (This is the type of information relating to a members interest protected by FRLLCA Sec. 605.0410 (3) b.)
• Any document which discusses the details of events that would cause the LLC to be dissolved and its affairs wound up, if any. (This is the type of information relating to a members interest protected by FRLLCA Sec. 605.0410 (3) b.)

Records of Members and Managers:

• A current list of the full names and last known address of all past and present members. (FRLLCA sec. 605.0410 (1) (a) "A current list of the full names and last known business, residence, or mailing addresses of each member and manager.")
• A current list of the full names and last known addresses of all past and present managers. (FRLLCA sec. 605.0410 (1) (a) "A current list of the full names and last known business, residence, or mailing addresses of each member and manager.")

Other LLC Business-Related Information:

Under FRLLCA sec. 605.0410 (3) (b) 2 a member should be allowed "(f)ull information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable." Just what is just and reasonable obviously depends on the circumstances.

Location of Records:

The above documents and records can be made available at the principal office or another location.(FRLLCA sec 605.1410(1))

Form of Records:

The earlier Florida LLC statute provided that he 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. The new FRLLCA is silent as to the form in which the records may be kept.

Other Records:

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.