LLC Member Books, Records, and Information Demands in Arizona

At a glance

Requirements one by one

Records the LLC keeps

Section 29-3410(A) lists a current member-and-manager address list, the articles and amendments, current and prior written operating agreements and amendments, records of contribution obligations, and tax filings and financial statements for the three most recent years. The section says the LLC "shall keep" them; the listed-record rule does not choose a storage address.

Inspection and pre-vote information

Section 29-3410(B) allows a member or manager to inspect and copy the listed records and other company records that are just and reasonable for a purpose related to that person's rights and duties. The demand must arrive as a record, identify both the records and purpose with reasonable particularity, and connect the records directly to the purpose.

A different rule applies before a vote or consent provided for by the chapter or agreement. Under § 29-3410(D), the company must, "without demand," supply known information and possessed records material to the decision unless it reasonably believes the voter already knows the information or possesses the records.

Former-member and agreement limits

A former member's § 29-3410(F) demand requires ten days' recorded notice, good faith, a connection to the person's own membership period, and the subsection (B) demand requirements. The agreement may impose reasonable limits on information availability and use, but may not unreasonably restrict members' and managers' statutory rights (§ 29-3105(C)(7)).

What trips people up

The ten-day clock in § 29-3410(C) is for the LLC's recorded answer: it must say which records it will make available, when and where, and why it declines any records. That paragraph separately says the time and place of availability may not be unreasonable. It does not require every record to be delivered within ten days. Subsection (G) applies the same answer rule to a former member's demand.

The company can set reasonable confidentiality, nondisclosure, safeguarding, and use conditions under § 29-3410(K). If their reasonableness is disputed, the company has the burden of proving it.

Common questions

Can someone act for a member? Section 29-3410(I) allows a member or former member to exercise these rights through an agent, or through a legal representative if the individual has a legal disability. Applicable restrictions follow the representative too.

Does a transferee receive any information? Section 29-3410(J) makes transferees an exception to the ordinary access rule. Under § 29-3502(B), a transferee has the subsection (B) information right solely for a purpose reasonably related to receiving distributions.

May either side recover fees in an access dispute? In the disputes specified by § 29-3410(L), a court may award the successful party reasonable expenses, including attorney fees and costs. An award is discretionary.

Statutes and sources

A.R.S. § 29-3410

A. A limited liability company shall keep all of the following: 1. A current list of the full name and last known address of each member and manager. 2. A copy of the articles of organization and all amendments to the articles of organization. 3. A copy of all current and prior written operating agreements and amendments to all current and prior written operating agreements. 4. Any record of a member's obligation to make a capital contribution to the company. 5. A copy of the company's federal, state and local income tax returns and reports, if any, for the three most recent years. 6. A copy of the company's financial statements, if any, for the three most recent years. B. During regular business hours and at a reasonable location specified by the limited liability company, a member or manager may inspect and copy the records described in subsection A of this section and any other company record regarding the activities, affairs, financial condition and other circumstances of the company as is just and reasonable if all of the following apply: 1. The member or manager seeks the records for a purpose reasonably related to the rights and duties of the member or manager under the operating agreement or this chapter. 2. The member or manager makes a demand in a record received by the company describing with reasonable particularity the records sought and the purpose for seeking the records. 3. The records sought are directly connected to the member's or manager's purpose. C. Not later than ten days after receiving a demand pursuant to subsection B, paragraph 2 of this section, the limited liability company shall inform in a record the member or manager that made the demand of: 1. The records that the company will make available in response to the demand and when and where the company will make the records available. The time and location may not be unreasonable under the circumstances. 2. The reasons for declining if the company declines to provide any demanded records. D. Whenever this chapter or the operating agreement provides for a member or manager to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited liability company, without demand, shall provide the member or manager with all information that is known to the company and all records in the company's possession that are material to the member's or manager's decision except to the extent the company reasonably believes that the member or manager already knows the information or is in possession of the records. E. To the extent that some or all of a limited liability company's records are maintained by a member or manager, the member or manager shall make those records available to the company as necessary for the company to satisfy its obligations pursuant to this section. F. Subject to subsection L of this section, on ten days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to the records to which the person was entitled while a member if all of the following apply: 1. The records pertain to the period during which the person was a member. 2. The person seeks the records in good faith. 3. The person satisfies the requirements imposed on a member by subsection B of this section. G. A limited liability company shall respond to a demand made pursuant to subsection F of this section in the manner provided in subsection C of this section. H. A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. I. A member or person dissociated as a member may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection K of this section applies both to the agent or legal representative and to the member or person dissociated as a member. J. Subject to sections 29-3502 and 29-3504, the rights under this section do not extend to a person as transferee. K. In addition to any restriction or condition stated in its operating agreement, a limited liability company may impose reasonable restrictions and conditions on access to and use of information to be furnished and records to be made available under this section, including designating information and records confidential and imposing nondisclosure and safeguarding obligations on the recipient.  In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. L. If a dispute arises regarding a member's or manager's right under this section to obtain information or inspect or copy a record, or regarding whether any restriction imposed by the limited liability company on a member's or manager's right to obtain, inspect, copy or use any such information or record is unreasonable, the court may award the successful party reasonable expenses, including reasonable attorney fees and costs.

Source: https://www.azleg.gov/ars/29/03410.htm (accessed 2026-09-26).

A.R.S. § 29-3105

7. Unreasonably restrict the duties and rights of members and managers under section 29-3410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under section 29-3410 and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

Source: https://www.azleg.gov/ars/29/03105.htm (accessed 2026-09-26).

A.R.S. § 29-3502

B. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Solely for a purpose that is reasonably related to the transferee's right to receive distributions, a transferee has the rights to information under section 29-3410, subsection B.

Source: https://www.azleg.gov/ars/29/03502.htm (accessed 2026-09-26).