LLC Member Books, Records, and Information Demands in Louisiana

At a glance

Requirements one by one

Records kept at the registered office

Section 12:1319(A) requires a current member and, where applicable, manager address list; records showing relative member voting rights; articles and amendments; any federal and state income tax returns and reports for the three most recent years; any written operating agreement; and financial statements for the three most recent years. The statute locates these records at the LLC's registered office. Subsection (C) says a failure to keep the required records does not itself impose liability on a person for the company's debts and obligations.

Member inspection and information

Unless the articles or operating agreement provide otherwise, a member may inspect and copy any LLC record at the member's own expense, on reasonable request during ordinary business hours (§ 12:1319(B)(1)). On reasonable demand, the member may receive true and complete business and financial information, annual federal and state tax returns promptly after they become available, and other affairs information that is just and reasonable (§ 12:1319(B)(2)). The same statutory member rule applies whether members or managers run the company.

The member may also demand a formal accounting when circumstances make one just and reasonable (§ 12:1319(B)(3)). Section 12:1319 does not prescribe a written form for the ordinary inspection or information request, a numerical answer deadline, or a special court inspection procedure.

What trips people up

Section 12:1319(D) permits the LLC and its members, managers, and agents to recognize the person registered on company records as the member exclusively entitled to membership rights, unless the articles or agreement provide otherwise. A claimed transfer or former membership therefore cannot be resolved from the inspection rule alone. The subsection says actual or constructive contrary notice does not affect rights under § 12:1319.

Common questions

Are tax returns sent automatically? Section 12:1319(B)(2) places the tax-copy duty within information obtained on reasonable demand and says copies are furnished promptly after becoming available.

Who pays for inspection copies? Section 12:1319(B)(1) puts the member's inspection and copying at the member's own expense.

Statutes and sources

La. R.S. 12:1319

§1319. Records and information A. Each limited liability company shall keep at its registered office the following: (1) A current list of the full name and last known business address of each member and manager, if management is vested in one or more managers pursuant to R.S. 12:1312. (2) Copies of records which would enable a member to determine the relative voting rights of the members. (3) A copy of the articles of organization, together with any amendments thereto. (4) Copies of the limited liability company's federal and state income tax returns and reports, if any, for the three most recent years. (5) A copy of any operating agreement which is in writing. (6) Copies of any financial statements of the limited liability company for the three most recent years. B. Unless otherwise provided in the articles of organization or an operating agreement, a member may do any of the following: (1) At the member's own expense, inspect and copy any limited liability company record upon reasonable request during ordinary business hours. (2) Obtain from time to time upon reasonable demand the following: (a) True and complete information regarding the state of the business and financial condition of the limited liability company. (b) Promptly after becoming available, a copy of the limited liability company's federal and state income tax returns for each year. (c) Other information regarding the affairs of the limited liability company as is just and reasonable. (3) Demand a formal accounting of the limited liability company's affairs whenever circumstances render it just and reasonable. C. Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this Section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company. D. Except as otherwise provided in the articles of organization or an operating agreement, a limited liability company and its members, managers, and agents may recognize and treat a person registered on its records as a member, as such for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such membership interests. Rights under this Section shall not be affected by any actual or constructive notice which the limited liability company or any of its managers, members, or agents may have to the contrary.

Source: https://legis.la.gov/Legis/Law.aspx?d=76270 (accessed 2026-09-26).