So what records should a Colorado LLC maintain under the law ? The Colorado Limited Liability Act addresses recordkeeping considerations for an LLC–specifically, Colorado Revised Statute Section 7-80-408.
According to this particular section, every LLC must maintain the following records at its principal place of business:
- “True and full information regarding the business and financial condition of the LLC”–this includes written resolutions and minutes. Those minutes would include any annual or special meetings.
- Copies of the LLC’s federal, state, and local income tax returns for each year.
- A current list of the full names and last known addresses–business, residence, or mailing–of each member and manager. This includes both past and present members and managers.
- A copy of the articles of organization and any written operating agreements–this would include any amendments to the operating agreement. (Under Colorado law, an operating agreement can be oral–but this is of course is not a very good idea.)
- “True and full information” regarding the amount of cash contributions and a description and statement of the agreed value of any other property or services contributed by each member. This also includes cash or property any member has agreed to contribute in the future.
- “True and full information” regarding the date in which each member became a member to the LLC.
- Finally, the Colorado Limited Liability Act has a catch-all provision: “Other information regarding the affairs of the limited liability company as is just and reasonable.”
Section 7-80-408 also states that each LLC manager will have the right to examine the above records for a “purpose reasonably related” to his or her position as manager. However, under the Colorado LLC Act, each member or manager of an LLC also has the right to keep trade secrets confidential from the members for such period of time that is considered reasonable.
Further, § 7-80-408 states that the above required records need not be kept in a written form–as long as they can be reduced to writing in a reasonable time. However, caution should be taken with regard to not keeping the above referenced LLC records in written form, readily available for inspection. Best practice would be keep all of the above as written records.
Boulder LLC Lawyers of LaszloLaw
The Boulder LLC lawyers of LaszloLaw provide legal counsel to business startups and existing businesses on a wide range of legal needs. Contact our Boulder business lawyers today at 303-926-0410 to discuss your business needs.