LLC Member Books, Records, and Information Demands in Indiana

At a glance

Requirements one by one

Records the LLC keeps

Section 23-18-4-8(a) requires the LLC to keep records at its principal office. The list includes member and manager names and addresses from organization onward, articles and amendments, current and superseded written operating agreements, and contribution and dissolution terms. The three-year tax and financial category also covers information that should have been given to members to prepare returns when formal returns or statements were not prepared.

Member inspection and information

A member may inspect and copy the kept records during ordinary business hours where they are located, at the member's expense, after written notice at least five business days before the desired inspection (§ 23-18-4-8(b)). Under subsection (c), members or managers who hold information must furnish a member, or a specified legal representative, "just, reasonable, true, and full information" affecting members on reasonable demand for a member-related purpose, unless a written agreement gives greater access.

Added conditions when managers run the LLC

For a manager-managed company, § 23-18-4-8(d) adds four conditions to subsection (c)'s information request: at least five business days' advance request, good faith and proper purpose, a reasonably particular description of both purpose and information, and a direct connection between them.

What trips people up

The five-business-day period is advance notice before the member wants to inspect or obtain information; § 23-18-4-8(b) and (d) do not make it a universal delivery deadline. The manager-managed conditions in subsection (d) govern the broader information request, while subsection (b) separately governs inspection of kept records.

Common questions

Can the representative of a deceased member ask for information? Yes. Section 23-18-4-8(c) names the legal representative of a deceased member or a member under legal disability; in a manager-managed LLC, subsection (d) adds its qualified demand conditions.

Does failing to maintain the records automatically make members liable for LLC debts? No. Section 23-18-4-8(e) expressly says that failure alone is not grounds for imposing that liability.

Is there a special fee award for a refused inspection? Section 23-18-4-8 contains no inspection-specific fee formula. Section 23-18-4-7(a) allows a court to enforce an operating agreement with an injunction or other fair and appropriate relief, which is a different statutory provision.

Statutes and sources

Ind. Code § 23-18-4-8

Sec. 8. (a) A limited liability company must keep at its principal office the following records and information: (1) A list with the full name and last known mailing address of each member and manager, if any, of the limited liability company from the date of organization. (2) A copy of the articles of organization and all amendments. (3) Copies of the limited liability company's federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period. (4) Copies of any written operating agreements and all amendments and copies of any written operating agreements no longer in effect. (5) Unless otherwise set forth in a written operating agreement, a writing setting out the following: (A) The amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made. (B) The events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up. (C) Other writings, if any, required by the operating agreement. (b) A member may, at the member's own expense, inspect and copy the limited liability company records described in subsection (a) where the records are located during ordinary business hours if the member gives the limited liability company written notice of the member's request at least five (5) business days before the date on which the member wishes to inspect and copy the records. (c) Unless greater rights of access to records or other information are provided in a written operating agreement, members or managers, if any, shall give to the extent the circumstances allow just, reasonable, true, and full information of all things affecting the members to any member or to the legal representative of any deceased member or of any member under legal disability upon reasonable demand for any purpose reasonably related to a member's interest as a member of the limited liability company. (d) If a limited liability company is managed by one (1) or more managers, a member or the legal representative of a deceased member or a member under a legal disability may obtain information under subsection (c) only if: (1) the member makes the request at least five (5) business days before the date on which the member wishes to obtain the information; (2) the member makes the request in good faith and for a proper purpose;

  (3) the member describes with reasonable particularity the member's purpose and the
  information that the member wishes to obtain; and
  (4) the information is directly connected to the member's purpose.

(e) Failure of the limited liability company to keep or maintain the records or information required by this section is not grounds for imposing liability on any member for the debts and obligations of the limited liability company.

Source: https://iga.in.gov/ic/2026/Title_23/Article_18/Chapter_4.pdf (accessed 2026-09-26).

Ind. Code § 23-18-4-7

Sec. 7. (a) A court may enforce an operating agreement by injunction or by granting other relief that the court in its discretion determines to be fair and appropriate in the circumstances. (b) As an alternative to injunctive or other equitable relief, when the provisions under IC 23-18-9-2 are applicable, the court may order dissolution of the limited liability company.

Source: https://iga.in.gov/ic/2026/Title_23/Article_18/Chapter_4.pdf (accessed 2026-09-26).