Similar to the required practices of maintaining a Corporation, it is a good idea to keep the important documents and minutes recording important transactions and happenings of an LLC in a minute book, to be maintained at the main business office and at the office of your attorney who can then remind you to annually file your annual report and update your minutes.
Statutory requirements for Wisconsin LLC’s are less than that of a Wisconsin corporation. However, it is important to note that pursuant to Wisconsin Statutes, a LLC is required to file an annual report, keep certain written records, including copies of the LLC’s tax returns, records of the LLC members, the value of each member’s contributions to the LLC, records of the times at which, or the events upon which, any additional contributions are agreed to be made by each member.
The minute book would be an appropriate place to keep much of this information. In addition, even though "formalities" such as annual meetings are not required of LLC’s, following such formalities can be important to help protect the limited liability benefits provided by the LLC law in Wisconsin. For example, maintaining an LLC minute book is one of the things you can do to help ensure that the "limited liability veil" is not pierced. When the courts "pierce the limited liability veil", they assign liability to individuals for actions that the limited liability company performed. It is not uncommon for plaintiffs to name individuals associated with a corporation or LLC as defendants in any litigation against a LLC or corporation.
Plaintiffs do this to make the court determine if the veil can be breached, in which case the individuals can be held personally responsible. If the limited liability veil is intact, the court will not be able to hold individuals responsible in legal actions against the LLC. If the individuals are held personally liable, it could cost them greatly.
Some of the questions that may be asked by the courts when deciding whether to "pierce the veil" are: (i) Did the owners commingle business and personal bank accounts? (ii) Was the business undercapitalized? (iii) Did the owners fail to procure reasonable amounts of insurance? (iv) When signing documents, executing checks, or executing other contracts, did the owners signify that they were signing on behalf of the LLC? (v) Do all of the business documents (invoices, checks, etc.) have the letters "LLC@ on them?"
Documenting major transactions (including all transactions between yourself and the LLC) in an up-to-date minute book, as well as holding and recording regular members meetings (even though said meetings are not required by state statutes) should help in the process of protecting your individual assets from actions commenced against the LLC.