LLC Member Books, Records, and Information Demands in Minnesota

At a glance

Requirements one by one

Access under each management structure

For a member-managed LLC, § 322C.0410(1) lets a member inspect and copy a maintained record that is material to the member's rights and duties, on reasonable notice during regular business hours at a reasonable place the company specifies. The company must also volunteer known information material to the proper exercise of those rights and duties, unless it can establish a reasonable belief the member already knows it. A member who knows that information shares the duty to furnish it. A member may demand other information unless the demand or information is unreasonable or otherwise improper.

In a manager- or board-managed LLC, the subdivision 1 rights and knowing-person duty apply to managers or governors. A member seeking other information must demand it in a record received by the company, with reasonable particularity as to the information and the member-related purpose; the information must be directly connected to that purpose (§ 322C.0410(2)). Before a member gives or withholds a consent required by the chapter or agreement, the company must supply known material decision information without a demand.

Former members, answer and costs

A dissociated member may seek information from the period of membership on ten days' demand in a record received by the LLC. The person must act in good faith and satisfy the manager-managed member's demand conditions (§ 322C.0410(3)). A member or dissociated member may act through an agent; an individual under legal disability may use a legal representative. The section's rights do not extend to someone merely as a transferee (§ 322C.0410(5)-(6)).

For a manager- or board-managed member demand, the company has ten days after receipt to answer in a record what it will provide, when and where, and why it declines any information. That answer rule also applies to a dissociated member's demand. The statute does not set that period as the deadline to deliver all records. Copying charges may cover reasonable labor and material costs (§ 322C.0410(2)-(4)).

Agreement and confidentiality

The LLC may set reasonable conditions on access and use, including confidentiality, nondisclosure, and safeguarding duties. In a dispute about reasonableness under § 322C.0410(7), the company has the burden of proof. An operating agreement may add conditions, but § 322C.0110(3)(6) forbids unreasonable restriction of § 322C.0410 duties and rights.

What trips people up

Chapter 322C governs all Minnesota LLCs on and after January 1, 2018 (§ 322C.1204(2)). For an LLC formed before August 1, 2015, § 322C.1204(3)(3)(i), subject to its operating agreement, continues a duty to keep the contribution statement specified in former § 322B.373(1)(11) at the principal executive office or another permitted U.S. place. That incorporated statement identifies each contribution's member and class or series, cash, services, and assigned value of property or services. The historical § 322B.373 is cited only to define the record that current § 322C.1204 still requires; its former general record list and ten-day production rule are not the current Chapter 322C access rule.

Common questions

Does every member use the same demand? No. Section 322C.0410(1) gives a member-managed member a reasonable-notice inspection route, while subdivision 2(2) requires a particularized demand for the specified member route in a manager- or board-managed company.

Does the ten-day answer promise delivery within ten days? No. Section 322C.0410(2)(3) requires the company to state in a record what it will provide and when and where; it separately requires reasons for declined information.

Statutes and sources

Minn. Stat. § 322C.0410

In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (2) The company shall furnish to each member: (i) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and (ii) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (3) The duty to furnish information under clause (2) also applies to each member to the extent the member knows any of the information described in clause (2). In a manager-managed or board-managed limited liability company, the following rules apply: (1) The informational rights stated in subdivision 1 and the duty stated in subdivision 1, clause (3), apply to the managers or governors and not the members. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (i) the member seeks the information for a purpose material to the member's interest as a member; (ii) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (iii) the information sought is directly connected to the member's purpose. (3) Within ten days after receiving a demand pursuant to clause (2), item (ii), the company shall in a record inform the member that made the demand: (i) of the information that the company will provide in response to the demand and when and where the company will provide the information; and (ii) if the company declines to provide any demanded information, the company's reasons for declining. (4) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subdivision 2, clause (2). The company shall respond to a demand made pursuant to this subdivision in the manner provided in subdivision 2, clause (3). A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subdivision 7 applies both to the agent or legal representative and the member or dissociated member. The rights under this section do not extend to a person as transferee. In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subdivision, the company has the burden of proving reasonableness.

Source: https://www.revisor.mn.gov/statutes/cite/322C.0410 (accessed 2026-09-26).

Minn. Stat. § 322C.0110

(6) unreasonably restrict the duties and rights stated in section 322C.0410;

Source: https://www.revisor.mn.gov/statutes/cite/322C.0110 (accessed 2026-09-26).

Minn. Stat. § 322C.1204

Except as otherwise provided in subdivision 3, on and after January 1, 2018, this chapter governs all limited liability companies. For the purposes of applying this chapter to a limited liability company formed before August 1, 2015: (3) subject to the operating agreement of the limited liability company: (i) the limited liability company shall keep the records specified in section 322B.373, subdivision 1, clause (11), at the company's principal executive office, or at another place or places within the United States as determined under section 322B.373, subdivision 1, before the company became subject to this chapter;

Source: https://www.revisor.mn.gov/statutes/cite/322C.1204 (accessed 2026-09-26).

Minn. Stat. § 322B.373 (2016 text, incorporated by § 322C.1204)

(11) a statement of all contributions accepted under section 322B.40, subdivision 3, including for each contribution: (i) the identity of the member to whom the contribution relates; (ii) the class or series to which the contribution pertains; (iii) the amount of cash accepted by the limited liability company or promised to be paid to the limited liability company; (iv) a description of any services rendered to or for the benefit of the limited liability company or promised to be rendered to or for the benefit of the limited liability company; and (v) the value accorded under section 322B.40, subdivision 4 to: (A) any other property transferred or promised to be transferred to the limited liability company; and (B) any services rendered to or for the benefit of the limited liability company or promised to be rendered to or for the benefit of the limited liability company;

Source: https://www.revisor.mn.gov/statutes/2016/cite/322B.373 (accessed 2026-09-26).