Pennsylvania enacted its LLC statute in 1994. The statute is referred to as the Pennsylvania Limited Liability Company Law of 1994. It can be found at 15 Pa. Cons. Stat. sec 8901 et seq.
There are no specific statutory record keeping or information retention provisions of the Pennsylvania Limited Liability Company Law of 1994. That does not mean that records and information do not need to be maintained, just that the statute does not shed any light on the subject.
Best Practices for Record Keeping for a Pennsylvania LLC
The following records should be kept by any Pennsylvania LLC.
Formation and Organization Documents
- A copy of the Certificate of Organization and all amendments to it.
- A copy of all written Company Agreements ever used.
Correspondence with the State
- Any document filed with the State concerning the LLC;
- Any document received from the State concerning the LLC.
- A copy of all federal, state, and local income tax returns for each year;
- A copy of any financial statements from at least the last three 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; (Unlike a corporation, LLCs are generally not required to create minutes of meetings. If you do create minutes of meetings, however, you need to keep copies of them.)
- 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;
- Any document which discusses the details of events, times, or other agreements made for further contributions to be made from members, if any;
- Any document which discusses the share of profits and losses due each member;
- Any document which discusses any right of a member to receive distributions of funds;
- Any document which discusses any right of a manager to make distributions of funds to a member;
- Any document which discusses each member's respective voting rights;
- 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
- A current list of the full names and last known address of all past and present members.
- A current list of the full names and last known addresses of all past and present managers.
Location of Records
Because the LLC Law is silent as to records retention a safe bet would be to keep a copy of records and information at the registered business office.
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.
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.