LLC Member Books, Records, and Information Demands in Maryland
At a glance
| Governing law and requester | Maryland LLC Act; § 4A-406 grants member/agent access; member means admitted person who has not ceased membership (§§ 4A-101(n), (p), 4A-406) |
|---|---|
| Records the LLC keeps | Inspectable: business/financial information, articles/agreement and amendments, current member list, tax returns, and other just-and-reasonable information; § 4A-406 states no separate general retention period or storage place |
| Member access without demand | Member or agent may inspect/copy listed information and records on reasonable written demand; tax-return inspection separately stated (§ 4A-406(a)-(b), (e)) |
| Demand and inspection terms | Any demand must be written and state purpose; § 4A-406(a) ties main access to purpose reasonably related to membership interest; reasonable standards may set time and location (§ 4A-406(a), (c), (e)) |
| Managers and former members | Member may act through agent; § 4A-406 does not grant manager, former member, or transferee an independent requester route; § 4A-101(n) excludes persons who ceased membership |
| Response, copies and cost | Articles/agreement may set reasonable time, location, and expense standards; § 4A-406 states no fixed answer or production deadline or copying-cost cap (§ 4A-406(c)) |
| Confidentiality and agreement | Reasonable standards in articles/agreement; absent reasonably acceptable confidentiality agreement, LLC may temporarily withhold specified secrets, good-faith sensitive information, or legally/contractually confidential information (§ 4A-406(c)-(d)) |
| Court enforcement | § 4A-406 states member access and confidentiality terms but no special inspection petition, fee award, burden rule, or summary procedure |
| Scope and outcome limits | Statutory access only; no decision on related purpose, reasonable standards, confidentiality, valuation, discovery, or a particular court result (§ 4A-406) |
Requirements one by one
What a member may seek
Section 4A-406(a) names business and financial information, the articles and operating agreement with amendments, a current member address list, and other company-affairs information that is just and reasonable for a membership-related purpose. Subsection (b) separately allows a member to inspect and copy federal, state, or local income tax returns. The section states access rights rather than a comprehensive recordkeeping schedule.
Written demand and agent
A member may act personally or through an agent under § 4A-406(a)-(b). Subsection (e) says "any demand" by a member under the section must be written and state its purpose. For subsection (a) information, the purpose must be reasonably related to the member’s membership interest.
Agreement standards and confidentiality
The articles or operating agreement may set reasonable standards for what is supplied, when and where, and at whose expense (§ 4A-406(c)). Under subsection (d), the LLC may keep specified information confidential for a reasonable period unless the member signs a reasonably acceptable confidentiality or nondisclosure agreement restricting use and disclosure. The listed grounds cover reasonably believed trade secrets, certain good-faith business concerns, and information protected by law or a third-party agreement.
What trips people up
Section 4A-406(b) states the tax-return right separately from subsection (a)’s list. Subsection (e)'s written-demand-and-purpose requirement applies to demands under the entire section. The statute does not assign a fixed answer or production date to that demand; subsection (c) instead permits reasonable timing standards.
Common questions
May an agent inspect for a member? Yes. Section 4A-406(a)-(b) expressly permits inspection and copying in person or by agent.
Does the tax-return clause state a three-year limit? Section 4A-406(b) refers to the LLC’s federal, state, or local income tax returns without specifying a number of years. Whether a particular return exists or must be furnished depends on the request and applicable standards.
Statutes and sources
Md. Code, Corps. & Ass’ns § 4A-406
§4A–406. (a) A member may inspect and copy, in person or by agent, from time to time on reasonable written demand, for any purpose reasonably related to the member’s membership interest: (1) True and full information regarding the state of the business and financial condition of the limited liability company; (2) A copy of the articles of organization and operating agreement and all amendments to the articles of organization and operating agreement; (3) A current list of the names and last known business, residence, or mailing addresses of all members; and (4) Other information regarding the affairs of the limited liability company as is just and reasonable for any purpose reasonably related to the member’s membership interest. (b) Any member may inspect and copy, in person or by agent, a copy of the limited liability company’s federal, state, or local income tax returns. (c) The rights to inspect and copy records of a limited liability company may be subject to reasonable standards that may be set forth in the articles of organization or the operating agreement, including standards governing what information and documents are to be furnished, at what time and location, and at whose expense. (d) Unless a member seeking information executes a confidentiality or nondisclosure agreement reasonably acceptable to the limited liability company restricting the use and disclosure of the information, a limited liability company shall have the right to keep confidential from members, for a reasonable period of time: (1) Any information that the limited liability company reasonably believes to be in the nature of trade secrets; (2) Information the disclosure of which the limited liability company in good faith believes: (i) Is not in the best interest of the limited liability company; or (ii) Could damage the limited liability company or its business; or (3) Information the limited liability company is required by law or by agreement with a third party to keep confidential. (e) Any demand by a member under this section shall be in writing and shall state the purpose of the demand.
Source: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca§ion=4A-406&enactments=false (accessed 2026-09-26).
Md. Code, Corps. & Ass’ns § 4A-101
(n) “Member” means a person who has been admitted as a member of a limited liability company under § 4A–601 of this title or as a member of a foreign limited liability company, and who has not ceased to be a member. (o) “Membership interest” means a member’s economic interest and noneconomic interest in a limited liability company. (p) “Noneconomic interest” means all of the rights of a member in a limited liability company other than the member’s economic interest, including, unless otherwise agreed, the member’s right to: (1) Inspect the books and records of the limited liability company; (2) Participate in the management of and vote on matters coming before the limited liability company; and (3) Act as an agent of the limited liability company.
Source: https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca§ion=4A-101&enactments=false (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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