LLC Member Books, Records, and Information Demands in Connecticut

At a glance

Requirements one by one

Member-managed access

Conn. Gen. Stat. § 34-255i(a) lets a member inspect maintained records that are material to the member's rights and duties, on reasonable notice during regular business hours at a reasonable place selected by the LLC. The company must also volunteer material information it knows, unless it can establish a reasonable belief that the member already knows it. A separate demand reaches other company information unless the demand or information is unreasonable or improper. Members who know material information share the duty to furnish it.

Manager-managed access and demands

In a manager-managed LLC, managers take the ordinary information rights and duties. A member seeking broader information under § 34-255i(b)(2) must send a demand in a record describing the information and purpose with reasonable particularity, show a purpose related to the member's interest, and seek information directly connected to that purpose. The company must disclose known material information before a member decides a matter requiring consent, without waiting for a demand.

Former members, copies, and timing

Under § 34-255i(c)-(e), a dissociated person may demand information from the period of membership in good faith with at least ten days' recorded notice, subject to the manager-managed member's purpose and particularity conditions. For that demand and for a manager-managed member's demand, the company has ten days after receipt to state what it will provide, when and where it will do so, and why it declines anything. That is a response clock, not a blanket ten-day production deadline. Copy charges are limited to reasonable labor and material cost.

Confidentiality and enforcement

The LLC may impose reasonable confidentiality and safeguarding conditions in its ordinary course, but § 34-255i(i) places the burden of proving their reasonableness on the company. § 34-243d(c)(8) prevents an operating agreement from unreasonably restricting these information rights while allowing reasonable availability and use limits. A member may bring a direct action under § 34-271 to enforce a personal right, but must plead and prove an actual or threatened injury distinct from injury to the LLC. Section 34-255i itself provides no separate summary inspection process or automatic fee award.

What trips people up

The management form changes who receives material information automatically. The manager-managed member generally uses the more detailed demand route, while the manager takes the member-managed information rights. Yet before a member consent decision, subsection (b)(4) requires the company to give known material information to that member without demand.

Common questions

Can a deceased member's representative request information? For settling the estate, § 34-259c allows the legal representative to exercise the information rights the member had under § 34-255i.

Does a transferee alone get these rights? Section 34-255i(g) says the access rights do not extend to someone merely as a transferee. A member or dissociated person may act through an agent under subsection (f).

Statutes and sources

• Conn. Gen. Stat. §§ 34-243d and 34-255i — agreement limits and information rights. Official Chapter 613a, accessed September 26, 2026.
• Conn. Gen. Stat. §§ 34-259c and 34-271 — deceased-member representative and direct action. Official Chapter 613a, accessed September 26, 2026.