LLC Member Books, Records, and Information Demands in Colorado

At a glance

Requirements one by one

Member inspection and information

Section 7-80-408(1) lists business and financial information (including any written resolutions and minutes), annual tax returns, a current member/manager address list, the articles and written operating agreement, contribution information, and other just-and-reasonable affairs information. The member pays to inspect and copy and must demand the information for a purpose reasonably related to the membership interest. Subsection (5) requires a written demand stating that purpose.

Managers and confidentiality

A manager’s independent subsection (2) right reaches the business and financial information described in subsection (1)(a), for a purpose related to being a manager; it does not copy the entire member list of access categories. Under subsection (3), members and managers may keep reasonably believed trade secrets and information protected by law or third-party agreement confidential from members for a period they deem reasonable. The operating agreement may not unreasonably restrict the access rights (§ 7-80-108(2)(b)).

Form of records and accounting

Section 7-80-408(4) allows records in a form other than writing if they can be converted to written form in a reasonable time. Subsection (6) grants a member a formal accounting when circumstances make one just and reasonable.

What trips people up

Section 7-80-408(1) describes information and records available on demand. It does not set a three-year tax-record window or a specific storage office. The separate manager right in subsection (2) is narrower than the member’s subsection (1) route; agreement terms and reasonable standards may affect a request.

Common questions

Must a demand be written? Yes. Section 7-80-408(5) requires a member demand under that section to be in writing and to state its purpose.

Are electronic or other nonwritten records allowed? Section 7-80-408(4) permits nonwritten records if they can be converted into written form within a reasonable time.

Statutes and sources

Colo. Rev. Stat. § 7-80-408

7-80-408. Access to and confidentiality of information - records - accounting.

(1) Each member of a limited liability company has the right, subject to such reasonable standards as may be established by the members or managers pursuant to section 7-80-401 (1), to inspect and copy at the expense of the requesting member the following records of the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company: (a) True and full information regarding the business and financial condition of the limited liability company, including written resolutions and minutes, if any, of the limited liability company; (b) A copy of the limited liability company's federal, state, and local income tax returns for each year;

(c) A current list of the name and last-known business, residence, or mailing address of each member and manager;

(d) A copy of the limited liability company's articles of organization and a copy of any written operating agreement of the limited liability company;

(e) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and that each member has agreed to contribute in the future, and the date on which each became a member; and

(f) Other information regarding the affairs of the limited liability company as is just and reasonable.

(2) Each manager shall have the right to examine all of the information described in paragraph (a) of subsection (1) of this section for a purpose reasonably related to the position of manager.

(3) Each member of a limited liability company and each manager shall have the right to keep confidential from the members, for such period of time as the members or managers deem reasonable, any information that the members or managers reasonably believe to be in the nature of trade secrets or that the limited liability company is required by law or by agreement with a third party to keep confidential.

(4) A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.

(5) Any demand by a member under this section shall be in writing and shall state the purpose of the demand.

(6) A member of a limited liability company shall have the right to have a formal accounting of limited liability company affairs whenever circumstances render it just and reasonable.

Source: https://olls.info/crs/crs2026-title-07.pdf (accessed 2026-09-26).

Colo. Rev. Stat. § 7-80-108

(b) Unreasonably restrict the rights of members and managers under section 7-80-408;

Source: https://olls.info/crs/crs2026-title-07.pdf (accessed 2026-09-26).