Your company made a decision. Someone needs to write down what that decision was, who voted on it, and what the vote was. That record is a meeting minute.
It looks like a book-keeping detail. It is actually one of the places where the difference between an LLC and a corporation becomes clear. An LLC does not have to write one down. A corporation does. And the rule stays the same whether you are in the United States or not.
What the law actually asks for
Delaware is the most popular state for forming a company, especially for startups, so we will use its law as the example.
The Delaware LLC Act, section 6 Del. C. § 18-302, covers voting and meetings of members: it says members may hold meetings and may act without a meeting by written consent. Meetings are optional, and the law does not require them.
What does the law require? Nothing about meetings, and nothing about minutes. The section says that a meeting may be held, but the law does not say one must be held. Instead, the law puts the whole question into the operating agreement. If the operating agreement says you will hold meetings, you hold meetings. If the operating agreement says you will decide things by written consent, you do that instead. The law gets out of the way.
A corporation is different. The Delaware General Corporation Law, section 8 Del. C. § 211, says stockholders must hold an annual meeting to elect directors. It does not say they may. Because that meeting is required, a corporation keeps a written record of what happened. Delaware does not spell out a separate statute that says "keep minutes," but section 8 Del. C. § 224 governs the form those records may take: they can be kept electronically, as long as they can be converted into clearly legible paper form.
If a corporation's stockholders do not hold a meeting for 13 months, a shareholder can go to Delaware's Court of Chancery and force it to happen. The court can order the company to hold the meeting itself. This almost never happens, but the rule is in the books.
The reason for the difference
Why is an LLC treated so loosely? The reason is in the business structure itself.
An LLC is designed to be flexible. The owners — called "members" — can run it however they want. They can manage it themselves, or they can hire managers. They can make decisions together, or they can let one person decide alone. The law says the operating agreement decides everything. If the operating agreement is silent, members can use written consent instead of meetings.
A corporation is older and more rigid. It was designed for companies with many shareholders. The law assumes these shareholders need a way to vote, so it requires an annual meeting and a public record of what happened. This rule is the same whether the company has two shareholders or two thousand.
An LLC gives you the choice. A corporation does not.
🇺🇸 If the IRS counts you as a U.S. person
If you run a Delaware LLC, you have no legal obligation to hold meetings or write down what you decided. The law says you can. Your operating agreement can require it. But the state does not require it, and neither does the IRS.
However, three things pull in the other direction.
Lender and bank requirements. If you borrow money or open a business account, the bank or lender may ask for a corporate resolution. A corporate resolution is a decision to borrow, or to sign a contract, written down and signed by the owners. If you have no record, you will have trouble proving that you borrowed the money legally. The bank may refuse to lend.
Founder disputes. If one member later sues another member, or if one member claims they did not agree to a decision, written minutes become evidence. Without them, you have only memory. A court will not believe memory.
Transfer of ownership. If you sell the LLC to someone else, the buyer will want to see that all the important decisions were made legally. No minutes means you will have trouble proving that the sale itself was authorized, that members voted on it, or that taxes were paid. A buyer will either ask for minutes or lower their offer.
So you do not have to write minutes. But you may want to.
If you run a corporation, the law requires annual meetings and written records. You must hold the meeting (or skip it with written consent from all shareholders, which counts as if you held it). You must record what was decided. You must keep the record for as long as the corporation exists. A failure to hold meetings or keep records will not dissolve the company by itself, but it will make the company look neglectful if the records are ever reviewed — by a tax auditor, a court, or someone buying the company.
🌏 If it does not
The law does not change based on where you live. Whether you are in Toronto, Seoul, or São Paulo, the same rule applies.
If you run an LLC, your operating agreement decides whether you hold meetings and keep minutes. If you run a corporation, Delaware law requires meetings and records. Residency does not matter.
Two practical things change, though.
First, if you are not in Delaware, you will have trouble keeping physical records if something goes wrong. Many non-residents keep minutes digitally or ask their agent to hold the originals. Make sure your operating agreement allows this.
Second, if you ever sell the company or answer questions from tax authorities, you will need to show the records you kept. Sending a digital file across borders is easier than mailing paper. Keep copies in more than one place.
When you absolutely must have a record
Even if your LLC does not require meetings by law, four things will force you to write things down.
| Situation | Why you need it |
|---|---|
| Loan or line of credit | Lenders want proof that the member(s) authorized the debt |
| Tax form 5472 | A foreign-owned single-member LLC files Form 5472 in any year it has a reportable transaction with its owner; the form identifies the foreign owner and reports money that moved in and out, so you need clean records of those transactions |
| Founder disagreement | If members disagree about what was decided, written proof is the only way to settle it |
| Sale or refinance | A buyer or refinancer will ask for meeting minutes as proof the sale was authorized |
The IRS does not require meeting minutes for an LLC owned by a non-resident. Form 5472 identifies the foreign owner and reports transactions between the LLC and that owner — it does not ask for minutes. But keeping clean records of who owns the LLC and of money moving in and out makes that filing much easier.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Assuming an LLC does not need to hold any meetings or record anything. You do not have to by law, but lenders, buyers, and tax auditors will all ask for proof of decisions.
- Writing minutes as a casual note instead of in a formal format. Keep them consistent: date, location (or note that it was remote), attendees, what was voted on, and the result.
- Forgetting to have all owners sign the minutes. A unsigned record is easier to dispute.
🌏 If it does not
- Assuming that because the LLC is foreign-owned, it does not need to keep any records. If you sell the LLC or answer to tax authorities, you will need them.
- Keeping minutes only in a spoken agreement, or only on your phone. Make sure they are written down and stored somewhere safe.
FAQ
Do I have to keep meeting minutes for a Delaware LLC?
No. The law does not require it. Your operating agreement might require it, but the state does not. You can make decisions with or without a meeting, and you can record them or not. Most single-member LLCs never hold a formal meeting.
What if my operating agreement does not say?
If your operating agreement does not require meetings or minutes, the law does not either. You can decide things by written consent.
What if my LLC is owned by a foreign person?
The law still does not require meeting minutes. But if your LLC has to file Form 5472 with the IRS, the form asks who owns the company and reports transactions between the LLC and its owner. Good records help you answer accurately.
Do I need meeting minutes to open a bank account?
No. Most banks do not ask for minutes when you open an account. They will ask for an EIN, your SSN or Tax ID, and an identification card. But if you want to borrow money later, the lender will almost always ask for minutes or a corporate resolution.
What format should minutes be in?
There is no official form. Just write down the date, who was there, what was voted on, and the result. Have everyone sign it. Keep it with your other business documents.
Can minutes be electronic?
Yes. You can store them digitally, email them, or print them out. Delaware law (§ 224) says company records can be kept electronically as long as they can be "converted into clearly legible paper form." Keep a backup.
What if I never held a meeting?
Then you have no meeting minutes to keep. You can start one now by documenting the decision with written consent from all owners, signed and dated.
If I am a non-resident owner, do I have to follow Delaware's rules?
Yes. Your LLC is registered in Delaware, so Delaware law applies. Where you live does not change the law.