The whole point of an LLC is the limited liability — the wall between the company’s debts and your personal assets. Governance paperwork is what keeps that wall standing. Skip it for years and a creditor’s lawyer gets to argue the company was never really separate from you.
”Piercing the veil”
Courts can disregard the LLC — “pierce the corporate veil” — when an owner treats the company as an extension of themselves: mixing funds, keeping no records, observing no formalities. For a single-member LLC, records are the main evidence that the company is a real, separate entity. Annual minutes and resolutions are cheap insurance for the protection you formed the LLC to get.
What to keep, even as a solo owner
- Annual meeting minutes — a short record that you, as the member, met and reviewed the year’s decisions.
- Resolutions — written approvals for significant actions: opening a bank account, taking a loan, making a large distribution.
- Written consents — the solo-owner equivalent of a vote, documenting a decision in place of a meeting.
Why banks and buyers ask
Open a U.S. business bank account and you’ll often be asked for a resolution authorizing it. Sell the company or take investment and the buyer’s diligence will ask for years of minutes. Generating them once a year — and storing them where you can find them — turns those moments from a scramble into a download.
This resource is general information for non-U.S. owners of U.S. LLCs and was reviewed for accuracy in May 8, 2026. It is not legal or tax advice for your specific situation. Penalty figures are illustrative maximums published by the relevant agencies.