LLC Member Books, Records, and Information Demands in Michigan

At a glance

Requirements one by one

Records the LLC keeps

Section 450.4213 places required records at the Michigan registered office or principal place of business. They include a current member and manager list, articles and amendments, any tax returns and reports for the three most recent years, three years of financial statements, operating agreements, and records showing members' relative distribution shares and voting rights.

Member access and requests

Under § 450.4503(1)-(4), a member's written request requires the LLC to send its most recent annual financial statement, recent income-tax returns, and the other specified government tax filings by mail or electronic transmission. A member can request current financial-condition information under subsection (2). Required records can be inspected and copied during business hours at their storage location after a reasonable written request, at the member's expense; subsection (4) also reaches other just-and-reasonable affairs information and books.

Accounting and separate litigation

A formal accounting can be available under the operating agreement or when circumstances make it just and reasonable (§ 450.4503(5)). Section 450.4503 itself prescribes no inspection-specific court petition or fee award. A member may bring a separate circuit-court claim under § 450.4515(1) for illegal, fraudulent, or willfully unfair and oppressive conduct by those in control; its standards are not automatic consequences of a refused records request.

What trips people up

The recent tax returns that the LLC keeps under § 450.4213(c) are a three-year record set, while the duty to send documents after a written request under § 450.4503(1) refers to the most recent returns and other specified government tax filings. The member's reasonable written request for required-record inspection also differs from a simple reasonable request for current financial-condition information (§ 450.4503(2)-(3)).

Common questions

Can a representative inspect? Yes. A member's designated representative may inspect and copy required records; subsection (4) also permits a representative to inspect other books and records (§ 450.4503(3)-(4)).

Does a buyer of the member's interest get member access immediately? Assignment alone gives only assigned distributions, not member rights (§ 450.4505(2)). A member who assigns the entire interest generally ceases membership unless the agreement says otherwise (§ 450.4505(4)).

Is there a fixed response period? Section 450.4503 requires sending documents on written request and gives inspection rights after a reasonable written request, but states no numbered response or production deadline.

Statutes and sources

• Mich. Comp. Laws § 450.4213: “A limited liability company shall keep at its registered office or principal place of business in this state all of the following.” Official Act 23 text (accessed 2026-09-26).
• Mich. Comp. Laws § 450.4503: “Upon reasonable written request and during ordinary business hours, a member or the member's designated representative may inspect and copy, at the member's expense, any of the records a limited liability company is required to maintain under section 213, at the location where the records are kept.” Official Act 23 text (accessed 2026-09-26).
• Mich. Comp. Laws § 450.4505: An assignment alone does not give the assignee member rights, and full assignment generally ends the assignor's membership. Official Act 23 text (accessed 2026-09-26).
• Mich. Comp. Laws § 450.4515: A member may bring a separate circuit-court action on the specified illegal, fraudulent, or willfully unfair and oppressive conduct grounds. Official Act 23 text (accessed 2026-09-26).