An LLC kit — also called a corporate kit or corporate record book — is the organised set of records that proves your company is a real, separately run entity. Traditionally it is a binder with a company seal and membership certificates; today it can just as easily be a well-kept digital folder. Either way, the records inside are what a bank, an investor, a buyer or a court will ask to see.
1. What is in an LLC kit
- Formation documents — the stamped Articles of Organization (or Certificate of Formation) returned by the state, plus any amendments.
- Operating agreement — signed by all members. See our operating agreement guide.
- EIN confirmation letter (IRS notice CP 575).
- Membership ledger and certificates — a register of who owns what percentage, with certificates issued to each member.
- Minutes and written consents — records of important decisions: opening bank accounts, admitting members, taking loans, distributing profits, electing S-Corp status.
- Registered agent and state filings — annual reports, licence registrations, certificates of good standing.
- Company seal — optional, used to emboss certificates and formal documents.
2. Why the records matter
An LLC protects your personal assets only while it is treated as a separate entity. When someone sues and asks a court to "pierce the veil", the court looks at whether the company kept its own records, held its own money, and documented its decisions. A complete record book is one of the simplest ways to show that it did. Beyond lawsuits, organised records make every other event easier: opening a bank account, bringing in a partner, applying for a loan, selling the business, or answering an IRS query. Banks in particular often ask for the operating agreement and a resolution authorising the account.
3. Do you need a company seal?
No US state requires an LLC to have a seal, and no filing needs one. Seals survive because some banks, foreign governments and older institutions still like to see them on certificates and resolutions, and because they signal formality. Treat it as optional: useful for a business that deals with overseas partners or apostilled documents, unnecessary for most.
4. Membership certificates
Membership certificates are the LLC equivalent of share certificates. They are not legally required, but they give each member clear written evidence of their ownership percentage, which matters in a multi-member LLC and when ownership changes hands. Record each certificate in the membership ledger, and cancel and reissue when interests transfer. Keep them consistent with the ownership stated in your operating agreement.
5. Binder or digital?
Either is fine legally. What matters is that the records exist, are signed where signatures are needed, and can be produced on request. A physical binder is convenient for seals and original signed documents; a digital folder (with scanned originals) is easier to back up and share with a lawyer, accountant or bank. Many owners keep both: the originals in the binder and PDFs in secure cloud storage. Incofile clients get their formation documents and operating agreement in their dashboard, and can order a physical LLC kit with a record book and seal.
6. What to keep, and for how long
- Permanent: formation documents, amendments, operating agreement and all versions, membership ledger and certificates, minutes and consents.
- Seven years is a common rule for tax returns and supporting records, bank statements and contracts, though some records (property, long-term contracts) should be kept longer.
- Annual: add each year's annual report confirmation, licence renewals and any resolutions passed.
Ready to organise your company properly? Order the Incofile LLC kit, or if you are still at the start, form your LLC and we will provide the documents that go inside it.
General information, not legal advice. Record-keeping requirements vary by state and by industry. September 2026.