LLC Member Books, Records, and Information Demands in Idaho

At a glance

Requirements one by one

Access in a member-managed LLC

Idaho Code § 30-25-410(a) allows a member, on reasonable notice, to inspect and copy maintained records during regular business hours at a reasonable company-specified location when information is material to the member’s rights and duties. The company must furnish known material information without demand unless it can establish a reasonable belief that the member already knows it. It must furnish other company information on demand unless the request or information is unreasonable or otherwise improper. Members who know such information also have a furnishing duty.

Manager-managed demands and voting information

Managers in a manager-managed LLC receive subsection (a) rights and duties. A member obtains just and reasonable information by a demand in a record received by the company, describing with reasonable particularity both information and a purpose reasonably related to the membership interest; the information must directly connect to that purpose (§ 30-25-410(b)(2)). Within 10 days the LLC must respond in a record, stating what it will provide, when and where, and reasons for any refusal (§ 30-25-410(b)(3)). That response clock does not itself set a production date.

Before a member vote or consent under the Act or operating agreement, the LLC must provide every member, without demand, information it knows is material to the decision (§ 30-25-410(b)(4)). This duty applies even though ordinary manager-managed member access uses a recorded demand.

Former members, representatives and cost

A dissociated member may access information from the membership period on a 10-day demand made in a record received by the LLC, if sought in good faith and satisfying the manager-managed demand conditions. The LLC gives the same recorded response (§ 30-25-410(c)–(d)). Agents and legal representatives may exercise the requester’s rights, subject to the same conditions; a deceased member’s legal representative may use the member’s rights to settle the estate (§§ 30-25-410(f), 30-25-504). Transferee status alone does not confer § 30-25-410 rights. Copying charges are limited to reasonable labor and material costs (§ 30-25-410(e)).

Confidentiality and agreement terms

The company may impose reasonable access and use conditions, including confidentiality and safeguarding duties. It bears the burden to prove reasonableness if a restriction under § 30-25-410(h) is disputed. Section 30-25-105(c)(8) bars an agreement from unreasonably restricting the access duties and rights, while allowing reasonable use limits and defined remedies, including liquidated damages for breach of a reasonable use restriction.

What trips people up

An agreement amendment made after dissociation can affect the LLC’s obligations to a former member in that capacity, but cannot impose a new debt, obligation or other liability on that person (§ 30-25-107(b)). The specific past-period, good-faith demand terms remain in § 30-25-410(c).

Common questions

Is a 10-day response a 10-day delivery deadline? No. Section 30-25-410(b)(3) requires a recorded response identifying when and where the company will provide information.

Can the LLC charge for the search? Section 30-25-410(e) limits a charge for copying under this section to reasonable labor and material costs; it does not create an unlimited search fee.

Statutes and sources

• Idaho Code § 30-25-105 — agreement control and access limits. Official Idaho Legislature, accessed September 26, 2026.
• Idaho Code § 30-25-107 — agreement amendments and dissociated members. Official Idaho Legislature, accessed September 26, 2026.
• Idaho Code § 30-25-410 — access, demands, costs and restrictions. Official Idaho Legislature, accessed September 26, 2026.
• Idaho Code § 30-25-504 — deceased member’s representative. Official Idaho Legislature, accessed September 26, 2026.