LLC Member Books, Records, and Information Demands in Mississippi
At a glance
| Governing law and requester | Revised Mississippi LLC Act, ch. 29; member's good-faith interest-related demand and manager's good-faith position-related examination (§ 79-29-315(1)-(2)). |
|---|---|
| Records the LLC keeps | Keep at principal place: current member/manager names/addresses, formation certificate and signing powers, effective OA, and contribution/future-call/dissolution writing if not in documents (§ 79-29-115(1)). |
| Member access without demand | No general automatic delivery in § 79-29-315; member on reasonable demand may get current business/financial information, annual tax returns promptly when available, lists, formation/OA records, contributions, and other just/reasonable information. |
| Demand and inspection terms | Demand must be written and state purpose with reasonable detail; good-faith purpose related to member interest or manager office. OA or manager/members may set reasonable time, location, information, and expense standards (§ 79-29-315(1), (2), (5)). |
| Managers and former members | Manager examines subsection (1) information for good-faith role-related purpose; § 79-29-315 grants no separate former-member route. Certain ceased members retain financial rights but lose other rights (§§ 79-29-313(2), -315(1)-(2)). |
| Response, copies and cost | No reply within 5 business days permits court application; this is not a fixed production deadline. Records may be convertible from nonwritten form; reasonable information/copy cost may be court-ordered (§ 79-29-315(4), (6)). |
| Confidentiality and agreement | Authority may withhold trade secrets, harmful disclosures or legally/contractually confidential material for reasonable period; agreement may restrict access, but not unreasonably (§§ 79-29-123(3)(h), -315(3), (7)). |
| Court enforcement | Chancery court in principal-office county on refusal or 5-business-day nonreply; requester first shows compliant demand and related purpose. Court may summarily compel, set cost/conditions, order in-state records, and grant just relief (§ 79-29-315(6)). |
| Scope and outcome limits | Good faith, purpose, confidentiality and just/reasonable information turn on facts; court decides entitlement (§ 79-29-315). No discovery, valuation, or particular demand outcome decided. |
Requirements one by one
Records kept and obtainable
Miss. Code § 79-29-115(1) requires a current member-manager list, formation certificate and signing powers, effective operating agreement, and a writing about contributions and agreed dissolution events when those details are absent from the documents. These records belong at the principal place of business. On a qualifying demand, § 79-29-315(1) reaches more: current business and financial information, annual tax returns promptly after they become available, contribution details, and other company information that is just and reasonable.
Written demand and manager rights
The demand must be written, give the purpose with reasonable detail, and concern a good-faith purpose reasonably related to membership. The operating agreement or managers, or members when there is no manager, may set reasonable standards for information, time, place, and expense. A manager can examine the same information for a good-faith purpose related to the manager's position under § 79-29-315(2).
Confidentiality and enforcement
§ 79-29-315(3) permits the manager or members acting as the statutory authority to withhold trade secrets, information whose disclosure they in good faith believe would harm the company, or material held confidential under law or a third-party agreement, for a period they deem reasonable. § 79-29-123(3)(h) forbids unreasonable restrictions on the information rights, while § 79-29-315(7) permits agreement limits.
On a refusal or no reply within five business days, the member or manager may apply to the chancery court in the county of the principal office. Under § 79-29-315(6), the requester first shows a compliant demand and a related purpose. The court can summarily order access, condition it on reasonable costs, limit use, or require records to be brought into Mississippi. The five-day rule opens the court route; it is not a blanket production deadline.
What trips people up
§ 79-29-315(4) allows records in a nonwritten form if they can be converted into writing within a reasonable time. A company therefore cannot treat its electronic format alone as the end of the inquiry. But what must be supplied, and any reasonable limits, still turn on the statutory demand and confidentiality rules.
Common questions
Does a former member automatically keep the inspection right? Section 79-29-315 grants it to a member or manager, not to a former member as such. For a person who has ceased to be a member under the event rule, § 79-29-313(2) retains financial rights but ends other rights; agreement terms and the facts of cessation matter.
Is an attorney-fee award automatic if the member wins? No automatic award appears in § 79-29-315(6). The court may order other relief it deems just and proper; the section does not promise a fee award.
Statutes and sources
- Miss. Code §§ 79-29-115, -123, -313, and -315 — retained records, agreement limits, status, demands, confidentiality, and court enforcement. Official HB 683 final act, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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