LLC Member Books, Records, and Information Demands in Florida

At a glance

Requirements one by one

Records the company keeps

Florida's § 605.0410(1) lists a current member and manager roster, recorded agreement and state filings, any tax returns and financial statements for the three most recent years, and a contribution record unless the recorded agreement contains it. The LLC may keep them at its principal office or another location.

Member inspection and information

In a member-managed LLC, a member can inspect and copy the listed records on reasonable notice during regular business hours at a reasonable place the company selects. The same route covers other maintained records when material to the member's statutory or agreement rights and duties (§ 605.0410(2)(a)). The company also must furnish known, material information without demand unless it reasonably believes the member already knows it; a separate demand can seek other information (§ 605.0410(2)(b)).

In a manager-managed LLC, managers receive that member-managed information route. Members retain access to the listed records, but broader information requires a purpose reasonably related to membership and a demand in a record that identifies both the requested information and purpose with reasonable particularity. The information must directly connect to that purpose (§ 605.0410(3)(a)-(b)).

Former members, response and cost

A person dissociated as a member may request information from that person's membership period on 10 days' demand in a record, subject to good faith and the member-purpose requirements (§ 605.0410(4)). For the specified broader demands, the LLC has 10 days to say in a record what it will provide, when and where, and why it declines anything; that is a response deadline, not a single statutory production date (§ 605.0410(2)(c), (3)(c), (5)). Copy charges are limited to reasonable labor and materials (§ 605.0410(6)).

Limits and enforcement

An operating agreement may impose reasonable information restrictions but cannot unreasonably restrict the statutory rights (§ 605.0105(3)(h)). The company may also impose ordinary-course confidentiality and use limits for furnished information and bears the burden of proving a disputed limit reasonable; that company-imposed limit does not apply to the listed base records (§ 605.0410(10)). A qualifying requester denied inspection can ask the circuit court for a summary order. If the court orders inspection, it also orders reasonable costs and attorney fees unless the LLC proves a good-faith refusal based on reasonable doubt about the right to inspect (§ 605.0411(1)-(3)).

What trips people up

The statute gives an agent or qualifying legal representative a way to exercise the member's or former member's rights, but it does not extend those rights to someone solely as a transferee (§ 605.0410(7)-(9)). An agent remains subject to the same agreement and statutory restrictions.

Common questions

Must the LLC send all material information before a member votes? In a manager-managed LLC, it must provide known information material to a member's decision before the member gives or withholds consent (§ 605.0410(3)(d)).

Can the court limit use of produced records? Yes. An inspection order may include reasonable limits on use or distribution (§ 605.0411(3)).

Statutes and sources

Fla. Stat. § 605.0105

605.0105 Operating agreement; scope, function, and limitations.— (1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company’s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter. (d) Vary the provisions of s. 605.0204. (e) Eliminate the duty of loyalty or the duty of care under s. 605.04091, except as otherwise provided in subsection (4). (f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable. (g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. (h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use. (i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph. (j) Vary the requirement to wind up the company’s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5). (k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806. (l) Vary the provisions of s. 605.0804, but the operating agreement may provide that the company may not appoint a special litigation committee. However, the operating agreement may not prevent a court from appointing a special litigation committee. (m) Vary the right of a member to approve a merger, interest exchange, or conversion under s. 605.1023(1)(b), s. 605.1033(1)(b), or s. 605.1043(1)(b), respectively. (n) Vary the required contents of plan of merger under s. 605.1022, a plan of interest exchange under s. 605.1032, a plan of conversion under s. 605.1042, or a plan of domestication under s. 605.1052. (o) Except as otherwise provided in ss. 605.0106 and 605.0107(2), restrict the rights under this chapter of a person other than a member or manager. (p) Provide for indemnification for a member or manager under s. 605.0408 for any of the following: 1. Conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. 2. A transaction from which the member or manager derived an improper personal benefit. 3. A circumstance under which the liability provisions of s. 605.0406 are applicable. 4. A breach of duties or obligations under s. 605.04091, taking into account a restriction, an expansion, or an elimination of such duties and obligations provided for in the operating agreement to the extent allowed by subsection (4). (4) Subject to paragraph (3)(g), without limiting other terms that may be included in an operating agreement, the following rules apply: (a) The operating agreement may: 1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; or 2. Alter the prohibition stated in s. 605.0405(1)(b) so that the prohibition requires solely that the company’s total assets not be less than the sum of its total liabilities. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit a duty or obligation that would have pertained to the responsibility. (c) If not manifestly unreasonable, the operating agreement may: 1. Alter or eliminate the aspects of the duty of loyalty under s. 605.04091(2); 2. Identify specific types or categories of activities that do not violate the duty of loyalty; 3. Alter the duty of care, but may not authorize willful or intentional misconduct or a knowing violation of law; and 4. Alter or eliminate any other fiduciary duty. (5) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under paragraph (3)(f) or paragraph (4)(c). The court: (a) Shall make its determination as of the time the challenged term became part of the operating agreement and shall consider only circumstances existing at that time; and (b) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that: 1. The objective of the term is unreasonable; or 2. The term is an unreasonable means to achieve the provision’s objective. (6) An operating agreement may provide for specific penalties or specified consequences, including those described in s. 605.0403(5), if a member or transferee fails to comply with the terms and conditions of the operating agreement or if other events specified in the operating agreement occur.

Source: https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0105.html (accessed 2026-09-26).

Fla. Stat. § 605.0410

605.0410 Records to be kept; rights of member, manager, and person dissociated to information.— (1) A limited liability company shall keep at its principal office or another location the following records: (a) A current list of the full names and last known business, residence, or mailing addresses of each member and manager. (b) A copy of the then-effective operating agreement, if made in a record, and all amendments thereto if made in a record. (c) A copy of the articles of organization, articles of merger, articles of interest exchange, articles of conversion, and articles of domestication, and other documents and all amendments thereto, concerning the limited liability company which were filed with the department, together with executed copies of any powers of attorney pursuant to which any articles of organization or such other documents were executed. (d) Copies of the limited liability company’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years. (e) Copies of the financial statements of the limited liability company, if any, for the 3 most recent years. (f) Unless contained in an operating agreement made in a record, a record stating the amount of cash and a description and statement of the agreed value of the property or other benefits contributed and agreed to be contributed by each member, and the times at which or occurrence of events upon which additional contributions agreed to be made by each member are to be made. (2) In a member-managed limited liability company, the following rules apply: (a) Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company: 1. The records described in subsection (1); and 2. Each other record maintained by the company regarding the company’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this chapter. (b) The company shall furnish to each member: 1. Without demand, any information concerning the company’s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member’s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and 2. On demand, other information concerning the company’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. (d) The duty to furnish information under this subsection also applies to each member to the extent the member knows any of the information described in this subsection. (3) In a manager-managed limited liability company, the following rules apply: (a) The informational rights stated in subsection (2) and the duty stated in paragraph (2)(d) apply to the managers and not to the members. (b) During regular business hours and at a reasonable location specified by the company, a member may inspect and copy: 1. The records described in subsection (1); and 2. Full information regarding the activities, affairs, financial condition, and other circumstances of the company as is just and reasonable if: a. The member seeks the information for a purpose reasonably related to the member’s interest as a member; and b. The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information, and if the information sought is directly connected to the member’s purpose. (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall, in a record, inform the member who made the demand of: 1. The information that the company will provide in response to the demand and when and where the company will provide the information; and 2. The company’s reasons for declining, if the company declines to provide any demanded information. (d) If this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision. (4) Subject to subsection (10), on 10 days’ demand made in a record received by a limited liability company, a person dissociated as a member may have access to information to which the person was entitled while a member if: (a) The information pertains to the period during which the person was a member; (b) The person seeks the information in good faith; and (c) The person satisfies the requirements imposed on a member by paragraph (3)(b). (5) A limited liability company shall respond to a demand made pursuant to subsection (4) in the manner provided in paragraph (3)(c). (6) A limited liability company may charge a person who makes a demand under this section the reasonable costs of copying, which costs are limited to the costs of labor and materials. (7) A member or person dissociated as a member may exercise rights under this section through an agent or, in the case of an individual under legal disability or an entity that is dissolved or its existence terminated, through a legal representative. A restriction or condition imposed by the operating agreement or under subsection (10) applies both to the agent or legal representative and the member or person dissociated as a member. (8) Subject to subsection (9), the rights under this section do not extend to a person as transferee. (9) If a member dies, s. 605.0504 applies. (10) In addition to a restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. This subsection does not apply to the request by a member for the records described in subsection (1).

Source: https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0410.html (accessed 2026-09-26).

Fla. Stat. § 605.0411

605.0411 Court-ordered inspection.— (1) If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the county where the limited liability company’s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded, at the limited liability company’s expense, upon application of the member, manager, or other person. (2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded. (3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the member, manager, or other person demanding such records.

Source: https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/Sections/0605.0411.html (accessed 2026-09-26).