Corporate / LLC Kit

LLC corporate kit and record book: what it is and who needs one

A corporate kit (also called an LLC kit, corporate record book or minute book) is a binder that keeps your company's key legal records in one place. For an LLC it usually holds the articles of organization, the operating agreement, membership certificates, a membership ledger, and minutes or written consents for major decisions. Corporations use the same kit with stock certificates, bylaws and board minutes.

What is in the Incofile corporate kit

• A custom binder embossed with your company name
• A company seal (embosser) to stamp official documents
• Membership certificates for an LLC, or stock certificates for a corporation
• Templates for minutes, resolutions and a membership or stock ledger
• Delivered to your address

Is a corporate kit legally required?

No US state requires you to buy a corporate kit or a company seal. What the law does expect is that you keep proper records. Most states' LLC laws list records the company should keep at its principal office, typically a current list of members and managers, copies of the articles and operating agreement and any amendments, and recent tax returns. A record book is simply an organised, professional way to keep them.

Why good records matter

• Liability protection. If a creditor ever tries to "pierce the corporate veil" and reach your personal assets, courts look at whether the company was run as a separate business. Signed minutes, consents and a clean ownership ledger are strong evidence that it was.
• Banks and lenders. Banks, lenders and investors often ask for the operating agreement, a resolution authorising the account or loan, and proof of who owns the company.
• Selling or adding members. A buyer or new partner will want a clear history of who owns what and when it changed.
• Audits and disputes. When members disagree, written records settle questions quickly and cheaply.

Do I need a company seal?

US states do not require LLCs to use a seal, but some banks, foreign governments and older institutions still like to see an embossed seal on certificates, resolutions and documents being apostilled or used overseas. Many owners order a seal for that reason, and because it looks professional at signings.

Paper binder or digital records?

Both are valid. Many owners keep digital copies in their Incofile dashboard and a physical binder for signed originals, certificates and anything stamped with the seal. Keep your formation documents and operating agreement for the life of the company, and tax records for at least as long as the IRS can audit them.

Read more in our guide: LLC record book and kit: do you need one?