LLC Member Books, Records, and Information Demands in Illinois

At a glance

Requirements one by one

Records the company keeps

Section 1-40(a) requires a list recording each member's name, last known address, contributions and admission date. The LLC also keeps its articles and related powers of attorney, any tax returns and reports for the three most recent years, and its effective written operating agreement and three years of financial statements. The place is the principal business address named in the articles or another reasonable location specified by the agreement (§ 1-40(a)).

Member inspection and information

A member may inspect and copy § 1-40 records on request, at the member's expense, during ordinary business hours (§ 1-40(b)). Broader information about company activity and finances follows § 10-15(a): the member demands it in a record and it must be needed to exercise member rights or duties, or otherwise material to the member's interest. Before a member votes or consents, the company must supply known material decision information without a demand (§ 10-15(c)).

Requests by others

A dissociated member can demand information from that person's membership period if the demand is in a record, made in good faith, and serves a purpose consistent with the member-information rule (§ 10-15(d)). A nonmember transferee instead has the narrower § 1-40(c) records route: a written demand must identify the records and proper purpose with particularity. Section 10-15(g) does not extend its broader information right to that person.

Replies, expense and confidentiality

For a recorded member information demand or a transferee records demand, the company has 10 days to provide the information or say in a record what it will provide, at what reasonable time and place; a refusal needs reasons in a record (§§ 1-40(d), 10-15(b)(2)). The same reply method applies to a dissociated member's demand (§ 10-15(d)). Copying charges for § 10-15 demands are limited to reasonable labor and material costs (§ 10-15(e)). The company bears the burden of proving an ordinary-course information restriction or confidentiality designation reasonable (§ 10-15(h)).

Court enforcement

An eligible requester may sue to compel access or information and seek other proper legal or equitable relief. Under § 1-40(e), a fee award for transferee-demand violations also requires unreasonable company conduct; § 10-15(j) has a different fee test and permits court conditions on confidential information.

What trips people up

The 10-day language permits the LLC to give a recorded description of what it will provide and a reasonable later time and place; it is not an across-the-board delivery deadline (§§ 1-40(d), 10-15(b)(2)). A basic member request to inspect kept records under § 1-40(b) is distinct from a broader § 10-15 information demand.

Common questions

Can a member use an agent? Yes. Section 10-15(f) permits an agent for information rights and a legal representative for an individual under legal disability; the same restrictions apply to the representative.

Does manager management remove a member's information rights? The member rights in §§ 1-40 and 10-15 still refer to members. The operating agreement can set manager rights and duties, subject to the statutory floor against unreasonable access restrictions (§ 15-5(a)-(b)).

Can the LLC mark information confidential? Section 10-15(h) permits reasonable access and use conditions, including trade-secret or third-party confidentiality safeguards, but puts the burden of proving reasonableness on the company in a dispute.

Statutes and sources

• 805 ILCS 180/1-40: “Records kept under this Section may be inspected and copied at the request and expense of any member or legal representative of a deceased member or member under legal disability during ordinary business hours.” Official text (accessed 2026-09-26).
• 805 ILCS 180/10-15: “Whenever this Act 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 that is material to the member's decision.” Official text (accessed 2026-09-26).
• 805 ILCS 180/15-5: “The operating agreement may not: (1) unreasonably restrict a right to information or access to records under Section 1-40 or Section 10-15;” Official text (accessed 2026-09-26).
• 805 ILCS 180/30-10: “A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or, except as provided in subsections (c) and (d) of Section 1-40, inspect or copy any of the company's records.” Official text (accessed 2026-09-26).