LLC Member Books, Records, and Information Demands in Alabama

At a glance

Requirements one by one

Maintained records and demands

Section 10A-5A-4.09(a) requires the LLC to maintain a current member and street-address list; its filed formation certificate, amendments, and execution powers of attorney; any federal, state, and local income tax returns and reports for the three most recent years; the effective LLC agreement and amendments; and financial statements for the three most recent years. These retained categories matter because subsection (b) gives a member a ten-day written-notice route to them. Other books and records require thirty days' written notice received by the company. Both routes are for inspection and copying during regular business hours for a proper purpose.

Subsection (i) defines proper purpose as directly related to the member's or dissociated member's interest. It excludes a demand that the company reasonably determines is connected to an active or pending derivative proceeding, or an active or pending adversarial civil lawsuit, including one expected to be brought. Whether those conditions hold in a particular dispute is a fact-specific question.

Dissociated members, agents and costs

A dissociated member must give thirty days' written notice received by the company and may inspect at a reasonable location it specifies. The maintained record must concern the membership period, have been material to the person's rights and duties then, and be sought in good faith and for a proper purpose (§ 10A-5A-4.09(c)). An agent or attorney inspecting for a member or dissociated member needs a power of attorney or other authorizing writing accompanying the demand. An individual under legal disability may use a legal representative; the section's rights do not extend to a transferee (§ 10A-5A-4.09(e)-(f)).

The LLC may charge reasonable labor and material costs for copies (§ 10A-5A-4.09(d)). The ten- and thirty-day periods are notice periods before inspection, not deadlines for a written company answer or delivery of copies. Subsection (j) allows a court application if a compliant person is not allowed to inspect and copy within a reasonable time.

Restrictions and court relief

Under § 10A-5A-4.09(g), the agreement may state access conditions, and the company may impose reasonable restrictions on use, confidentiality, nondisclosure, and safeguarding. The company may withhold information it reasonably considers a trade secret, believes in good faith could harm the company, or must keep confidential by law or third-party agreement. It may redact portions unrelated to the requester's purpose. Prior improper use of inspected information within two years is a statutory ground on which the company may deny rights (§ 10A-5A-4.09(h)). The company bears the burden of proving a disputed restriction reasonable.

Subsection (j) directs an applicant first to the designated court, then to the circuit court of the principal-office county in Alabama, or if none, the most recent registered-office county. The court must handle the application on an expedited basis. If it orders access, it may limit use or distribution and must order the LLC to pay the requester's expenses unless the LLC establishes a listed good-faith reason for refusing. The company bears the burden of showing reasonable proposed confidentiality or use limits when those limits caused the refusal.

What trips people up

The present § 10A-5A-4.09 reflects Act 2026-495. Section 8 of its enrolled HB 248 sets August 1, 2026 as the effective date. A single ten-day notice period from an older version misses the current thirty-day period for other records and for dissociated members.

Common questions

May a manager inspect solely because of that title? Section 10A-5A-4.09 gives the stated route to members and dissociated members; it does not create a separate manager route. A manager who is also a member may use the member route.

Must the LLC provide everything requested? No. Section 10A-5A-4.09 requires a proper purpose and permits specified reasonable restrictions, withholding, and redaction; the facts control any particular dispute.

Statutes and sources

Ala. Code § 10A-5A-4.09

(a) Each limited liability company shall maintain the following records: (1) A current list of the full name and last known business or residence street address of each member. (2) A copy of the filed certificate of formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any documents have been executed. (3) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the three most recent years. (4) Copies of the then effective limited liability company agreement including any amendments thereto. (5) Copies of any financial statements of the limited liability company for the three most recent years. (b) Subject to subsection (g), a member may demand (i) on 10 days’ notice made in a writing received by the limited liability company, the records set forth in subsection (a) above, and (ii) on 30 days’ notice made in writing received by the limited liability company, any other books and records of the limited liability company, wherever situated, to inspect and copy for any proper purpose by the demanding member during regular business hours. (c) Subject to subsection (g), on 30 days’ notice made in a writing received by a limited liability company, a dissociated member may inspect and copy, during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information pertains to the period during which the person was a member, was material to the person’s rights and duties under the limited liability company agreement or this chapter when the person was a member, and the person seeks the information in good faith and for a proper purpose. (d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of labor and material for copying. (e) A member or dissociated member may exercise rights under this section through an agent or attorney, or in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the limited liability company agreement or under subsection (g) applies both to the agent, attorney, or legal representative and to the member or dissociated member. If the demanding person’s agent or attorney is to inspect and copy the books and records of the limited liability company, the demand shall be accompanied by a power of attorney or other writing which authorizes the attorney or other agent to so act on behalf of the demanding person. (f) The rights under this section do not extend to a transferee. (g)(1) In addition to any restriction or condition stated in its limited liability company agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may: (A) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (B) keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities and affairs, or that the limited liability company is required by law or by agreement with a third party to keep confidential; and (C) redact portions of the records to be inspected and copied to the extent the portions so redacted are not directly related to the member’s or other person’s purpose. (2) In any dispute concerning the reasonableness of a restriction under this subsection, the limited liability company has the burden of proving reasonableness. (h) The rights under this section may be denied by the limited liability company if the limited liability company determines that the demanding person has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the limited liability company. (i) For purposes of this section, a proper purpose shall mean a purpose directly related to the member or dissociated member’s interest as a member or dissociated member, as the case may be; provided, however, that a demand shall not be for a proper purpose if the limited liability company reasonably determines that the demand is in connection with: (1) an active or pending derivative proceeding in the right of the limited liability company under Article 9 of this chapter that is or is expected to be instituted or maintained by the member or the member’s affiliate; or (2) an active or pending civil lawsuit to which the limited liability company, or its affiliate, and the member or dissociated member, or the affiliate thereof, are, or are expected to be, adversarial named parties. (j) If a limited liability company does not within a reasonable time allow a person who complies with the requirements of this section to inspect and copy the records required by this section, the person who complies with this section may apply to the designated court, and if none, the circuit court for the county in which the limited liability company’s principal office is located in this state, and if none in this state, the circuit court for the county in which the limited liability company’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding person and the court shall also order the limited liability company to pay the demanding person’s expenses incurred to obtain the order unless the limited liability company establishes that the limited liability company refused inspection in good faith because the limited liability company had: (1) a reasonable basis for doubt about the right of the demanding person to inspect the records demanded; or (2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding person had been unwilling to agree. If the limited liability company has declined to deliver or make available the records because the demanding person had been unwilling to agree to restrictions proposed by the limited liability company on the confidentiality, use, or distribution of the records, the limited liability company shall have the burden of demonstrating that the restrictions proposed by the limited liability company were reasonable.

Source: https://alison.legislature.state.al.us/graphql?query=query+codeOfAlabamaSection+%7B+codesOfAlabama%28where%3A+%7B+type%3A+%7B+eq%3A+Section+%7D%2C+displayId%3A+%7B+eq%3A+%2210A-5A-4.09%22+%7D+%7D%29+%7B+count+data+%7B+displayId+title+content+history+effectiveDate+supersessionDate+%7D+%7D+%7D (accessed 2026-09-26).

2026 Ala. Act 495, § 8 (HB 248)

Section 8. This act shall become effective on August 1, 2026.

Source: https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2026RS/HB248-enr.pdf (accessed 2026-09-26).