LLC / small business sample
Sample LLC meeting minutes
An annual meeting of the members of a multi-member LLC — an operating-agreement amendment, an annual distribution, admission of a new member, and banking authority — formatted in the MinuteSmith structure, plus a banking resolution and a continuity brief.
Sample output — illustrative, not a real organization. This example is hand-crafted to show the MinuteSmith format. HARBOR LANE VENTURES, LLC, its people, and its figures are fictional — not a customer, and not live AI output.
HARBOR LANE VENTURES, LLC
Minutes of the Annual Meeting of the Members
Monday, March 2, 2026 · 4:00 PM – 4:55 PM
Company office and by video conference
Members and Managers Present
Absent: None
Also present: the Company's accountant, for the distribution discussion (Item III)
Quorum Confirmed
Members holding 100% of the membership interests were present. Quorum established per the Operating Agreement, Section 6.2 (majority of membership interests).
I. Call to Order and Prior Consent
The Managing Member called the meeting to order at 4:00 PM and confirmed that members holding all outstanding interests were present. The members ratified the actions taken by written consent since the last annual meeting, including the equipment-financing approval dated November 2025.
Motion
To ratify all actions taken by written consent of the members since the prior annual meeting.
II. Amendment to the Operating Agreement
The members discussed a proposed amendment to the Operating Agreement to add a right of first refusal on member transfers and to clarify the manager's spending authority for expenditures over $25,000. Outside counsel summarized the proposed language, which had been circulated in advance.
Motion
To adopt Amendment No. 2 to the Operating Agreement, adding a member right of first refusal and a $25,000 manager spending threshold.
III. Annual Distribution and Admission of New Member
The accountant reviewed the prior fiscal year's results and the tax-distribution estimate. The members approved a distribution to cover estimated member tax liabilities plus a discretionary distribution, payable pro rata to interests.
The members also approved the admission of a new member acquiring a 5% interest through a new capital contribution, with existing interests diluted pro rata and the capitalization table updated accordingly.
Motion
To approve an annual distribution payable pro rata to membership interests, consisting of the estimated tax distribution plus a discretionary amount.
Motion
To admit the new member acquiring a 5% interest via capital contribution, and to update the capitalization table accordingly.
IV. Banking Authority
The members reviewed the Company's banking arrangements and agreed to designate authorized signatories and set a dual-signature threshold for larger transfers, to be reflected in a banking resolution provided to the Company's bank.
Action Items
| Action | Due |
|---|---|
| Execute Amendment No. 2 to the Operating Agreement and distribute conformed copies | March 9 |
| Process the approved annual distribution pro rata to interests | March 20 |
| Prepare the new-member joinder and updated capitalization table | March 16 |
| Deliver the banking resolution and signatory cards to the bank | March 12 |
| File the annual report and confirm the registered-agent record | April 1 |
Adjournment
There being no further business, the meeting was adjourned at 4:55 PM. The next annual meeting is scheduled for March 2027, subject to any earlier action by written consent.
Respectfully submitted,
Outside Counsel, acting as recording secretary
Approved: Elena Marsh, Managing Member
Members' Resolution 2026-03 (Banking)
Designation of Authorized Signatories and Banking Authority
The undersigned members of Harbor Lane Ventures, LLC, holding all outstanding membership interests, hereby adopt the following resolutions at the annual meeting held on March 2, 2026:
RESOLVED, that the Company is authorized to maintain its deposit and operating accounts at its financial institution of record, and that the Managing Member and one additional member are each designated as authorized signatories on those accounts;
RESOLVED FURTHER, that any single transaction exceeding $25,000 shall require the signatures of two authorized signatories, consistent with Amendment No. 2 to the Operating Agreement; and
RESOLVED FURTHER, that the Managing Member is authorized to execute the bank's resolution forms and signature cards and to take all actions reasonably necessary to give effect to the foregoing.
Adopted March 2, 2026 · Approved by members holding 100% of interests · Recorded in the Company's minute book. (Illustrative sample — not legal or tax advice.)
What a board packet carries into the next meeting — assembled from prior records so the group knows where it left off before it sits down.
Still open
- •Amendment No. 2 execution and distribution of conformed copies.
- •New-member joinder and updated capitalization table (Outside Counsel).
- •Banking resolution and signatory cards to be delivered to the bank.
- •Annual report filing and registered-agent confirmation before April 1.
Recurring themes
- •Tax-distribution estimate reviewed with the accountant each year.
- •Capitalization table kept current as interests change.
- •Manager spending threshold and dual-signature rule applied to larger transactions.
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Illustrative sample output. Fictional organization; not a customer and not live AI output.