New York enacted its LLC statute in 1994. To the extent that the LLC form of doing business was intended as a less expensive less formal form of doing business, the message did not get through to the New York legislature. Within 120 days of forming a New York LLC it is required that businesses must publish information about the LLC that's being started in two newspapers for six weeks. The newspapers that are approved are at the discretion of each county's clerk. Apparently the local newspaper lobby in New York is very powerful. The law is referred to as the Limited Liability Company Law and can be found at here.

The record keeping requirements for New York LLCs is found at LLC Law Sec.1102. Sec. 1102 (a) requires that certain specific documents must be kept. Additionally LLC Law Sec. 1102 (b) provides that a member should be allowed "other information regarding the affairs of the limited liability company as is just and reasonable."

Best Practices for Record Keeping for a New York LLC

The following records should be kept by any New York LLC.

Formation and Organization Documents

1. A copy of the Articles of Organization and all amendments to it. (LLC Law Sec. 1102 (a) (3) "a copy of the articles of organization and all amendments thereto or restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed;")
2. A copy of all written Operating Agreements ever used. (LLC Law Sec. 1102 (a) (4) "a copy of the operating agreement, any amendments thereto and any amended and restated operating agreement;")
3. Affidavits of Publication and certificate of publication indicating the dates and newspapers in which the notice of formation was published which must be sent to the state within 120 days of formations (LLC Law Sec. 206)

Correspondence with the State

1. Any document filed with the State concerning the LLC;
2. Any document received from the State concerning the LLC.

Financial Documents

1. A copy of all federal, state, and local income tax returns for each year; (LLC Law Sec. 1102 (a) (5) "a copy of the limited liability company's federal, state and local income tax or information returns and reports, if any, for the three most recent fiscal years." )
2. A copy of any financial statements from at least the last three years. (LLC Law Sec. 1102 (b) "any financial statements maintained by the limited liability company for the three most recent fiscal years".)

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;
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;
3. Any document which discusses the details of events, times, or other agreements made for further contributions to be made from members, if any;
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. ( LLC Law Sec. 1102 (a) (2) "a current list of the full name set forth in alphabetical order and last known mailing address of each member together with the contribution and the share of profits and losses of each member or information from which such share can be readily derived;")
2. A current list of the full names and last known addresses of all past and present managers. (LLC Law Sec. 1102 (a) (1) "if the limited liability company is managed by a manager or managers, a current list of the full name set forth in alphabetical order and last known mailing address of each such manager;")

Other LLC Business-Related Information

Under LLC Law Sec. 1102 (b) a member should be allowed "subject to reasonable standards as may be set forth in, or pursuant to, the operating agreement" to inspect and copy "for any purpose reasonably related to the member's interest as a member" any "other information regarding the affairs of the limited liability company as is just and reasonable.") What is just and reasonable obviously depends on the circumstances.

Location of Records

The above documents and records may be available at an office maintained by the LLC, not necessarily in New York. (LLC Law Sec. 1102. Records. (a) "Each domestic limited liability company shall maintain the following records . . . which may, but need not, be maintained in this state:")

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. (LCC Sec. 1102 (d) "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.")

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.