LLC Member Books, Records, and Information Demands in Delaware
At a glance
| Governing law and requester | Delaware LLC Act § 18-305; current member obtains information for member-related purpose, manager examines for position-related purpose, and authorized attorney/agent may act for member (§ 18-305(a), (b), (e)). |
|---|---|
| Records the LLC keeps | LLC must keep current member/manager name and last-known address record; § 18-305 lists information obtainable but no general retained-record office/list. Nonpaper records allowed if convertible to paper reasonably (§ 18-305(a), (d), (h)). |
| Member access without demand | Member may demand business/financial condition, tax returns promptly when available, contacts, agreement/certificate, contributions, and other just/reasonable information; § 18-305(a) gives no general automatic delivery. |
| Demand and inspection terms | Written demand states purpose; reasonable demand for member-related purpose, with necessary/essential information limit. Agreement/manager/members may set reasonable information, time, place and cost standards; agent attaches authority (§ 18-305(a), (e), (g)). |
| Managers and former members | Manager examines subsection (a) information for position-related purpose; agent/attorney acts for member with written authority. § 18-305 gives no separate former-member route (§ 18-305(a), (b), (e)). |
| Response, copies and cost | No reply allows court application after 5 business days by default; agreement may set shorter or longer period, capped at 30 business days. This is court trigger, not general production deadline; court may condition furnishing on reasonable cost (§ 18-305(f)). |
| Confidentiality and agreement | Manager may withhold trade secrets, good-faith harmful or legally/contractually confidential information for reasonable period; agreement can expand/restrict access subject to § 18-305(g). |
| Court enforcement | Court of Chancery has exclusive enforcement jurisdiction; after refusal/nonreply, requester proves compliant demand and related purpose. Court may summarily compel, impose cost/other conditions, order Delaware records and grant just relief (§ 18-305(f)). |
| Scope and outcome limits | Purpose, necessity, confidentiality and just/reasonable information require facts under § 18-305; no discovery, valuation or specific entitlement decided. |
Requirements one by one
Member information and demand
6 Del. C. § 18-305(a) allows a member to obtain true and full business and financial information, tax returns promptly when available, member and manager contacts, governing writings, contribution details, and other just and reasonable information. The demand must be written and state its purpose (§ 18-305(e)); it must be reasonable and related to the member’s interest. Under subsection (g), the information obtained is what is necessary and essential to achieve the purpose. A manager may examine the subsection (a) information for a position-related purpose (§ 18-305(b)).
The agreement or manager, or members if no manager, may set reasonable standards for information, time, location and expense. An attorney or agent for the member must attach a power of attorney or another authorizing writing (§ 18-305(a), (e)).
Confidentiality and enforcement
A manager may withhold trade secrets, information believed in good faith to harm the LLC, or material kept confidential by law or third-party agreement for a period the manager deems reasonable (§ 18-305(c)). The agreement may expand or restrict member or manager access under subsection (g).
A member or manager may apply to the Court of Chancery after refusal or nonreply within five business days by default. The agreement may set a shorter or longer reply period, capped at 30 business days (§ 18-305(f)). The applicant must first show a compliant demand and a purpose connection; the court may summarily compel access, set reasonable cost and other conditions, require records brought into Delaware, or grant further just relief. The five-day clock is a trigger for seeking an order after nonreply, not a general production deadline.
What trips people up
§ 18-305(h) requires a current member and manager name/address record. The broader list in subsection (a) describes information obtainable on demand; it is not a universal list of records to keep at a fixed office. Subsection (d) allows electronic or other nonpaper records if they can be converted to paper within a reasonable time.
Common questions
Can a former member use the same demand route? Section 18-305 names members and managers and does not state a separate former-member right. Status and the agreement may affect other possible rights.
Does every successful request carry attorney fees? Section 18-305(f) authorizes relief the Court of Chancery deems just and proper; it does not promise a fee award for every requester.
Statutes and sources
- 6 Del. C. § 18-305 — records, information demands, confidentiality and enforcement. Official Delaware Code, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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