LLC Formalities–27 Point Checklist
You’ll notice that some of the following questions have asterisks to the left of the questions. These are points that are more important to your LLC holding up in court or under audit as a separate entity instead of being considered a part of you personally. The other questions are important too, but those with the asterisks are very important.
| Yes No ? | ||
| 1. | Have you read and do you fully understand your Articles of Organization? | ❒ ❒ ❒ |
| *2. | Have you fully executed and filed your Articles of Organization? | ❒ ❒ ❒ |
| *3. | Have you appointed the appropriate members and managers of your company and had them sign the appropriate documents? | ❒ ❒ ❒ |
| 4. | Have you issued Membership Interest Certificates? | ❒ ❒ ❒ |
| 5. | Do you have a ledger of your Membership Interest Certificates? | ❒ ❒ ❒ |
| 6. | Are you holding your annual meetings? | ❒ ❒ ❒ |
| 7. | Have you given appropriate notice (and kept copies) of the Meeting of the Managers? |
❒ ❒ ❒ |
| 8. | Have you kept proper and adequate minutes for the annual Meeting of the Managers? |
❒ ❒ ❒ |
| *9. | Have you adopted the Operating Agreement for your LLC? | ❒ ❒ ❒ |
| *10. | Do you understand what is covered by the Operating Agreement and what protection it gives you? |
❒ ❒ ❒ |
| 11. | Has the LLC secured a Federal Tax ID number from the Internal Revenue Service with proper address? (May not need to if disregarded entity) | ❒ ❒ ❒ |
| 12. | Have you made the proper tax election (S Corp., Partnership, etc.) | ❒ ❒ ❒ |
| *13. | Is your LLC legally doing business in other states? If so, have you been sure to file all necessary filings in those states that your company is doing business in? | ❒ ❒ ❒ |
| 14. | Have you made the appropriate resolutions of the Managers to authorize and document all major company acts? | ❒ ❒ ❒ |
| *15. | Have you kept separate books and bank accounts for the company and yourself, making sure at all times never to commingle any funds? | ❒ ❒ ❒ |
| *16. | Are you sure that your tax returns, books of account, and company records all say the same thing? | ❒ ❒ ❒ |
| *17. | Are you sure that you have properly documented all transactions between you and the company, with resolutions, minutes, etc.? | ❒ ❒ ❒ |
| *18. | Have you executed every document that you have executed on behalf of the company as its manager/member, to guard against personal liability? | ❒ ❒ ❒ |
| *19. | Was your LLC properly capitalized? | ❒ ❒ ❒ |
| 20. | Have you documented all major transactions of the company business with resolutions, notes, contracts, etc.? | ❒ ❒ ❒ |
| 21. | Do you have a resolution documenting the business purposes for any questionable deductions? | ❒ ❒ ❒ |
| 22. | Are you current on the above formalities and paperwork? If you’re behind, do you know how to catch up? | ❒ ❒ ❒ |
| 23. | Has your LLC adopted an expense account form for official company use that meets IRS guidelines? | ❒ ❒ ❒ |
| *24. | Does your LLC have an actual physical address, and the cancelled checks to prove it? | ❒ ❒ ❒ |
| 25. | Does your LLC have a phone in its own name, and cancelled checks and statements to prove it? | ❒ ❒ ❒ |
| 26. | Does your LLC have its own business license? | ❒ ❒ ❒ |
| *27. | Does your LLC have its own bank account? | ❒ ❒ ❒ |
