Annual Report

Each LLC shall file a biennial report on or before the anniversary of its organization signed by a manager, member or agent that lists:

  • The LLC name and the state or country under the laws of which it is organized
  • The street address, not a post office box only, of its registered office
  • The name of it registered agent at that office
  • The street address of its principal place of business
  • The names and addresses of its managers, if manager-managed or, the names and addresses of the members, if member-managed

The annual report must be delivered to the secretary of state each year before the end of the month during which a LLC was initially authorized to transact business. Beginning one year after a LLC is authorized to transact business, and each year thereafter, the annual report of the limited liability company must be received in the office of the secretary of state not later than the close of business on the final day of the applicable month


Each limited liability company shall keep following records open to inspection at its office:

  • A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order
  • A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed
  • Copies of the limited liability company’s federal, state and local income tax returns and financial statements, if any, for the three (3) most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for the period;
  • Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect
  • Unless contained in writing in an operating agreement:
    • A writing setting forth the amount of cash, if any, and a statement of the agreed value of other property or services, if any, contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member
    • A writing stating events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and
    • Other writings prepared pursuant to a requirement, if any, in an operating agreement


Acts Triggering Dissolution

Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:

  • An event specified in writing in the articles or operating agreement
  • Written consent of all members
  • An event of dissociation of a member unless all members consent to continue the business within 90 days
  • Entry of a judicial dissolution
  • Administrative dissolution