LLC Member Books, Records, and Information Demands in District of Columbia
At a glance
| Governing law and requester | D.C. LLC Act § 29-804.10 distinguishes member-managed and manager-managed members/managers, dissociated members and agents/representatives; transferee alone lacks its rights (§ 29-804.10(a)–(f)). |
|---|---|
| Records the LLC keeps | § 29-804.10 covers records the LLC maintains about activities, affairs, finances and circumstances; it states no mandatory retained-record list or office (§ 29-804.10(a)(1), (b)(2)). |
| Member access without demand | Member-managed members receive known material information without demand, other reasonable information on demand and material record inspection; manager-managed managers get those rights, and members get known material consent information without demand (§ 29-804.10(a), (b)(1), (4)). |
| Demand and inspection terms | Member-managed inspection: reasonable notice, regular hours, reasonable company location. Manager-managed member: received recorded demand, particularized information and material purpose, direct connection (§ 29-804.10(a)(1), (b)(2)). |
| Managers and former members | Manager-managed managers get member-managed rights/duties; dissociated member has qualified 10-day past-period route; agent/disabled person representative may act; transferee alone excluded (§ 29-804.10(b)(1), (c), (e)–(f)). |
| Response, copies and cost | Within 10 days of manager-managed member demand, LLC responds in a record with what/when/where and refusal reasons; dissociated demand receives same response. Copying charge limited to reasonable labor/material (§ 29-804.10(b)(3), (c)–(d)). |
| Confidentiality and agreement | LLC may impose reasonable confidentiality/use safeguards and bears burden if challenged; operating agreement cannot unreasonably restrict § 29-804.10 duties/rights (§§ 29-804.10(g), 29-801.07(c)(6)). |
| Court enforcement | § 29-804.10(g) assigns LLC burden when reasonableness of access/use restriction disputed; no special inspection petition period or fee award in that section. |
| Scope and outcome limits | Management form, materiality, good faith, purpose and reasonable restrictions under § 29-804.10 depend on facts; no discovery, valuation or disputed entitlement decided. |
Requirements one by one
Member-managed access
D.C. Code § 29-804.10(a) lets a member of a member-managed LLC inspect and copy maintained records material to member rights and duties on reasonable notice, during regular business hours at a reasonable company-specified location. The company must furnish known material information without demand unless it reasonably believes the member already knows it, and other company information on demand unless the request or information is unreasonable or otherwise improper. A member who knows qualifying information also owes the furnishing duty.
Manager-managed demands and consent information
In a manager-managed LLC, managers receive the subsection (a) rights and duties. A member instead seeks full information as just and reasonable with a demand in a record received by the company, particularizing information and a purpose material to the membership interest; the information must directly connect to the purpose (§ 29-804.10(b)(2)). Within 10 days the LLC must respond in a record with what it will provide, when and where, and why it declines any part (§ 29-804.10(b)(3)). Known material information must be provided without demand before a member gives or withholds consent under the Act or agreement (§ 29-804.10(b)(4)).
Dissociated members, costs and conditions
A dissociated member may obtain information from the membership period on a 10-day demand in a record received by the LLC, if sought in good faith and satisfying the manager-managed member demand conditions. The same recorded response rule applies (§ 29-804.10(c)). Agents and disabled individuals’ legal representatives may exercise the requester’s right under subsection (e); a person solely as transferee has none under subsection (f). Copying charges are limited to reasonable labor and material (§ 29-804.10(d)).
The company may impose reasonable access and use conditions, including confidentiality and safeguarding duties, but bears the burden of proving a challenged condition reasonable (§ 29-804.10(g)). The operating agreement cannot unreasonably restrict those information duties and rights (§ 29-801.07(c)(6)).
Common questions
Is the 10-day response a delivery deadline? Section 29-804.10(b)(3) requires the LLC to state in a record when and where information will be provided. That reply period does not itself require complete delivery within 10 days.
Must the company give every member all known information? Subsection (a)(2)(A) targets information material to member rights and duties, subject to what the company reasonably believes the member knows; manager-managed members have the separate pre-consent disclosure rule in subsection (b)(4).
Statutes and sources
- D.C. Code § 29-801.07 — agreement access limit. Official D.C. Code, accessed September 26, 2026.
- D.C. Code § 29-804.10 — access, demands, response, costs and restrictions. Official D.C. Code, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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