LLC Member Books, Records, and Information Demands in Massachusetts

At a glance

Requirements one by one

Records and office

G.L. c. 156C, § 5(1) requires an office in Massachusetts for the records named in § 9(a); it need not be a business location. The kept records include the current member and manager address list, organization and amendment certificates and their execution powers, recent tax returns and financial statements, the effective written agreement, and written contribution, distribution, and dissolution terms. Section 9(a) uses a three-year lookback for tax filings and financial statements.

Access to kept records and other information

Under § 9(b), any member or manager may inspect and copy the kept records on "reasonable request" during ordinary business hours, at the requester's expense. Section 10 separately requires a "reasonable demand in writing" for broader information, tied to a purpose reasonably related to the person's member or manager interest. That includes true and full business and financial information, annual tax-return copies promptly after they become available, and other company information as is just and reasonable.

Reasonable standards

Section 10 permits reasonable standards for which information and documents are furnished, when and where, and at whose expense. They may be in the operating agreement; otherwise the manager, or the members if there is no manager, may establish them.

What trips people up

The inspection right for records that § 9 requires the LLC to keep is stated separately from § 10's broader written-demand right. Section 9(b) expressly places inspection and copying expense on the requesting member or manager. Section 10 allows reasonable cost standards for its broader information route and does not set a universal fixed response or production deadline.

Common questions

Does the state secretary receive the member list automatically? Section 9(c) instead requires the LLC to make the list available within five business days after the specified written request connected with an investigatory or enforcement proceeding.

Does the three-year records rule end the annual tax-copy duty? Section 9(a) specifies the three most recent years of returns the LLC keeps. Section 10 separately gives a member or manager a copy of each year's tax returns promptly after the returns become available.

Statutes and sources

Mass. Gen. Laws ch. 156C, § 5

Section 5. Each limited liability company shall have and maintain in the commonwealth: (1) an office, which may but need not be a place of its business in the commonwealth at which shall be kept the records required by section nine to be maintained; and

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section5 (accessed 2026-09-26).

Mass. Gen. Laws ch. 156C, § 9

Section 9. (a) Each limited liability company shall keep at the office referred to in clause (1) of section five the following: (1) a current list of the full name and last known address of each member and manager; (2) a copy of the certificate of organization and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) copies of any then effective written operating agreements and of any financial statements of the limited liability company for the three most recent years; and (5) unless contained in a written operating agreement, a writing setting out: (i) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute; (ii) the times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; (iii) any right of a member to receive, or of a manager to make, distributions to a member; and (iv) any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up. (b) Records kept under this section shall be subject to inspection and copying at the reasonable request and at the expense of any member or manager during ordinary business hours. (c) The current list of names and addresses of the members shall be made available to the state secretary within five business days of receipt of a written request by said state secretary or by the director of the securities division of the state secretary's office stating that such information is required in connection with an investigatory or enforcement proceeding.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section9 (accessed 2026-09-26).

Mass. Gen. Laws ch. 156C, § 10

Section 10. Each member or manager of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished at what time and location and at whose expense, as may be set forth in the operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand in writing for any purpose reasonably related to the member's or manager's interest as a member or manager of the limited liability company (i) true and full information regarding the state of the business and financial condition of the limited liability company, (ii) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company as is just and reasonable.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section10 (accessed 2026-09-26).