LLC Member Books, Records, and Information Demands in Hawaii
At a glance
| Governing law and requester | Hawaii Uniform LLC Act § 428-408 covers members, former members and agents/attorneys; member information also goes to deceased/disabled member’s legal representative. Nonmember transferee lacks access (§§ 428-408(a)–(b), 428-503(d)). |
|---|---|
| Records the LLC keeps | § 428-408(a) covers any LLC records at reasonable agreement-specified locations; it does not prescribe a retained-record list or period. |
| Member access without demand | LLC furnishes member and specified legal representative, without demand, business/affairs information reasonably needed for member rights and duties; other reasonable information on demand (§ 428-408(b)). |
| Demand and inspection terms | Members/agents/attorneys inspect and copy during ordinary hours at reasonable agreement location; former members need proper purpose and membership-period records. Signed record required for company-paid copy of agreement in record form (§ 428-408(a), (c)). |
| Managers and former members | Former member and agent/attorney get proper-purpose access to membership-period records; deceased/disabled member’s legal representative gets member information. § 428-408 states no independent manager route; nonmember transferee has no access (§§ 428-408, 428-503(d)). |
| Response, copies and cost | Copies during ordinary hours; reasonable charge limited to labor/material. Signed-record request for agreement copy in record form is at LLC expense (§ 428-408(a), (c)). |
| Confidentiality and agreement | Agreement sets reasonable access locations and may regulate company relations, but cannot unreasonably restrict § 428-408 information or record access (§§ 428-408(a), 428-103(a)–(b)(1)). |
| Court enforcement | § 428-408 grants access/information rights but states no special petition period, burden allocation or fee award for refusal. |
| Scope and outcome limits | Former-member proper purpose, reasonableness and agreement location under § 428-408 depend on facts; no discovery, valuation or specific entitlement decided. |
Requirements one by one
Record access and location
Haw. Rev. Stat. § 428-408(a) gives members and their agents and attorneys access to any company record at reasonable locations specified in the operating agreement. Access includes inspection and copying during ordinary business hours. A former member and that person’s agent or attorney may inspect records from the membership period for a proper purpose. The section describes accessible records but does not set a separate list of documents the company must retain.
Information furnished and agreement copy
Under § 428-408(b), the LLC must furnish a member, or a legal representative of a deceased or legally disabled member, business or affairs information reasonably needed for the member’s rights and duties without demand. Other information follows a demand, subject to unreasonable or otherwise improper requests. Subsection (c) separately gives a member a company-paid copy of any operating agreement in record form upon a signed record given to the LLC.
Copying and agreement control
Ordinary record copies may carry a reasonable charge limited to labor and material costs (§ 428-408(a)); the agreement copy under subsection (c) is at the company’s expense. The operating agreement may regulate relations and identify reasonable access locations, but cannot unreasonably restrict the § 428-408 information or records right (§ 428-103(a)–(b)(1)). § 428-503(d) denies access to a transferee who has not become a member; § 428-408(a) separately states a former member’s proper-purpose route.
Common questions
Must the agreement-copy request be signed? Yes. Section 428-408(c) requires a signed record given to the company, and the requested operating agreement must be in record form. This differs from the general inspection language in subsection (a).
Does managing the LLC alone give a § 428-408 right? Section 428-408 names members and their representatives. A manager who is also a member can use the member route; this section does not state an independent manager route.
Statutes and sources
- Haw. Rev. Stat. § 428-103 — operating agreement and access limit. Official Hawaii Legislature, accessed September 26, 2026.
- Haw. Rev. Stat. § 428-408 — records, information and agreement copies. Official Hawaii Legislature, accessed September 26, 2026.
- Haw. Rev. Stat. § 428-503 — nonmember transferee access. Official Hawaii Legislature, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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