LLC Member Books, Records, and Information Demands in California

At a glance

Requirements one by one

Records kept at the California office

The LLC must maintain an office in California and keep its listed records there in writing or in a form convertible to clearly legible tangible form (§ 17701.13(a), (d)). The list includes current members and transferees with their contributions and profit/loss shares; managers if manager-managed; organization papers and any written agreement; six recent fiscal years of tax returns and financial statements; and internal books for at least the current and past four fiscal years (§ 17701.13(d)(1)-(7)).

Request, inspection and delivery

A manager, or a member holding information in a member-managed LLC, must promptly send a member or transferee specified roster, manager, tax-return and written-agreement information in writing at company expense when the request has a purpose reasonably related to that person's interest (§ 17704.10(a)). Members, managers and transferees may inspect and copy the retained records during normal business hours on a reasonable, related-purpose request; they also may obtain yearly income tax returns promptly after those become available (§ 17704.10(b)).

Financial reporting and enforcement

An LLC with more than 35 members must send each member an annual financial report within 120 days after fiscal-year close. In that group, members holding at least 5% of voting interests, or three members, can request specified interim statements, due within 30 days (§ 17704.10(c)(1)-(2)). Every LLC must send members and transferable-interest holders tax-preparation information within 90 days after taxable-year close; one with 35 or fewer members also sends its tax returns (§ 17704.10(e)). A court may enforce delivery and reimburse reasonable expenses, including attorney fees, for unjustified failure (§ 17704.10(f)-(g)).

What trips people up

A separate recordkeeping penalty applies if the LLC fails to maintain § 17701.13 documents after a member's written request. The $25 daily amount starts 30 days after receipt, has a $1,500 cap, and the damaged requesting member must sue within 90 days; requests on the same day or for the same act share a $250 daily ceiling (§ 17713.07(a)). This is distinct from an order to provide requested information.

Common questions

Can an operating agreement waive access? It cannot vary a member's § 17704.10 rights, and a waiver of the rights provided there is unenforceable (§§ 17701.10(d)(2), 17704.10(h)).

Can someone who acquired only an economic interest ask for records? A transferee is expressly included in the request and inspection rules, with a purpose tied to that transferee interest (§ 17704.10(a)-(b)).

Can an attorney request records for a member? Yes. A member or transferable-interest holder may act through an agent or attorney (§ 17704.10(i)).

Statutes and sources

Cal. Corp. Code § 17701.10(d)(2)

(2) Vary a member’s rights under Section 17704.10.

Source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17701.10. (accessed 2026-09-26).

Cal. Corp. Code § 17701.13

(a) A limited liability company shall designate and continuously maintain in this state both of the following: (1) An office, which need not be a place of its activity in this state. (2) An agent for service of process. (b) A foreign limited liability company that has a certificate of registration under Section 17708.02 shall designate and continuously maintain in this state an agent for service of process. (c) An agent for service of process of a limited liability company or foreign limited liability company shall be an individual who is a resident of this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a limited liability company or foreign limited liability company designates a corporation as its agent for service of process in an instrument filed with the Secretary of State, no address for that agent for service of process shall be set forth in that instrument. (d) Each limited liability company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form at the office referred to in subdivision (a) all of the following: (1) A current list of the full name and last known business or residence address of each member and of each transferee set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and transferee. (2) If the limited liability company is a manager-managed limited liability company, a current list of the full name and business or residence address of each manager. (3) A copy of the articles of organization and all amendments thereto, together with any powers of attorney pursuant to which the articles of organization or any amendments thereto were executed. (4) Copies of the limited liability company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent fiscal years. (5) A copy of the limited liability company’s operating agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed. (6) Copies of the financial statement of the limited liability company, if any, for the six most recent fiscal years. (7) The books and records of the limited liability company as they relate to the internal affairs of the limited liability company for at least the current and past four fiscal years. (e) Upon request of an assessor, a domestic or foreign limited liability company owning, claiming, possessing, or controlling property in this state subject to local assessment shall make available at the limited liability company’s principal office in California or at the office required to be kept pursuant to subdivision (a) or at a place mutually acceptable to the assessor and the limited liability company a true copy of the business records relevant to the amount, cost, and value of all property that the limited liability company owns, claims, possesses, or controls within the county.

Source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17701.13. (accessed 2026-09-26).

Cal. Corp. Code § 17704.10

(a) Upon the request of a member or transferee, for purposes reasonably related to the interest of that person as a member or a transferee, a manager or, if the limited liability company is member-managed, a member in possession of the requested information, shall promptly deliver, in writing, to the member or transferee, at the expense of the limited liability company, a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d) of Section 17701.13, and any written operating agreement of the limited liability company. (b) Each member, manager, and transferee has the right, upon reasonable request, for purposes reasonably related to the interest of that person as a member, manager, or transferee, to each of the following: (1) To inspect and copy during normal business hours any of the records required to be maintained pursuant to Section 17701.13. (2) To obtain in writing from the limited liability company, promptly after becoming available, a copy of the limited liability company’s federal, state, and local income tax returns for each year. (c) In the case of a limited liability company with more than 35 members, each of the following shall apply: (1) A manager shall cause an annual report to be sent to each of the members not later than 120 days after the close of the fiscal year. The report, which may be sent by electronic transmission by the limited liability company (paragraph (1) of subdivision (i) of Section 17701.02) shall contain a balance sheet as of the end of the fiscal year and an income statement and a statement of cashflows for the fiscal year. (2) Members representing at least 5 percent of the voting interests of members, or three or more members, may make a written request to a manager for an income statement of the limited liability company for the initial three-month, six-month, or nine-month period of the current fiscal year ending more than 30 days prior to the date of the request, and a balance sheet of the limited liability company as of the end of that period. The statement shall be delivered or mailed to the members within 30 days thereafter. (3) The financial statements referred to in this section shall be accompanied by the report thereon, if any, of the independent accountants engaged by the limited liability company or, if there is no report, the certificate of the manager of the limited liability company that the financial statements were prepared without audit from the books and records of the limited liability company. (d) A manager shall promptly furnish to a member a copy of any amendment to the articles of organization or operating agreement executed by a manager pursuant to a power of attorney from the member. The articles of organization or operating agreement may be sent by electronic transmission by the limited liability company. (e) The limited liability company shall send or cause information to be sent in writing to each member or holder of a transferable interest within 90 days after the end of each taxable year the information necessary to complete federal and state income tax or information returns and, in the case of a limited liability company with 35 or fewer members, a copy of the limited liability company’s federal, state, and local income tax or information returns for the year. (f) In addition to the remedies provided in Sections 17713.06 and 17713.07 and any other remedies, a court of competent jurisdiction may enforce the duty of making and mailing or delivering the information and financial statements required by this section and, for good cause shown, extend the time therefor. (g) In any action under this section or under Section 17713.07, if the court finds the failure of the limited liability company to comply with the requirements of this section is without justification, the court may award an amount sufficient to reimburse the person bringing the action for the reasonable expenses incurred by that person, including attorney’s fees, in connection with the action or proceeding. (h) Any waiver of the rights provided in this section shall be unenforceable. (i) Any request, inspection, or copying by a member or holder of a transferable interest may be made by that person or by that person’s agent or attorney. (j) Upon complaint that a limited liability company is failing to comply with the provisions of this section, or to afford to the members rights given to them in the articles of organization or operating agreement, the Attorney General may, in the name of the people of the State of California, send to the office required to be maintained pursuant to Section 17701.13, notice of the complaint. (k) If the answer of the limited liability company is not received within 30 days of the date the notice was transmitted, or if the answer is not satisfactory, and if the enforcement of the rights of the aggrieved persons by private civil action, by class action, or otherwise, would be so burdensome or expensive as to be impracticable, the Attorney General may institute, maintain, or intervene in any court of competent jurisdiction or before any administrative agency for relief by way of injunction, the dissolution of entities, the appointment of receivers, or any other temporary, preliminary, provisional, or final remedies as may be appropriate to protect the rights of members or to restore the position of the members for the failure to comply with the requirements of Section 17701.13 or the articles of organization or the operating agreement. In any action, suit, or proceeding, there may be joined as parties all persons and entities responsible for or affected by the activity.

Source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17704.10. (accessed 2026-09-26).

Cal. Corp. Code § 17713.07(a)

(a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required by Section 17701.13 to be kept or maintained shall be subject to a penalty of twenty-five dollars ($25) for each day that the failure or refusal continues, beginning 30 days after receipt of written request by any member that the duty be performed, up to a maximum of one thousand five hundred dollars ($1,500). The penalty shall be paid to the member or members jointly making the request for performance of the duty and damaged by the neglect, failure, or refusal, if suit therefor is commenced within 90 days after the written request is made; but the maximum daily penalty because of failure to comply with any number of separate requests made on any one day or for the same act shall be two hundred fifty dollars ($250).

Source: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=17713.07. (accessed 2026-09-26).