LLC Member Books, Records, and Information Demands in Missouri

At a glance

Requirements one by one

Records the LLC keeps

Section 347.091.1 requires the records at the LLC’s principal place of business. The list includes current and past member and manager addresses, formation and amendment papers, current and superseded written operating agreements, three recent years of tax and financial records, contribution and voting terms, and written admission or continuation consents. If returns and reports were not prepared, subsection 1(3) instead calls for the information and records members needed to prepare their returns for that period.

Member inspection and information

Section 347.091.2 lets each member inspect and copy the kept records during ordinary business hours at a reasonable request and the member’s expense. It separately allows a member, "from time to time upon reasonable demand," to obtain true and full information about the state of the LLC’s business and finances, plus an accounting when circumstances make one just and reasonable.

Agreement terms

Section 347.081.1 allows the operating agreement to regulate the company’s affairs and the rights and duties of members and managers, subject to the LLC chapter and other law. The agreement is enforceable at law or equity by a member to the extent applicable law permits (§ 347.081.3).

What trips people up

The 20-day delivery period in § 347.091.3 applies to a written request by the state secretary for the member list. Section 347.091.2 does not turn it into a deadline for a member’s inspection or information demand. A member’s inspection and copying are expressly at that member’s expense.

Common questions

Does the secretary automatically receive the member list? Section 347.091.3 provides for the secretary’s written request for a current or past list, rather than automatic delivery under that subsection.

Does missing a required record automatically make someone liable for LLC debts? No. Section 347.091.4 expressly says a failure to keep its required records is not grounds, by itself, for imposing that liability.

Statutes and sources

Mo. Rev. Stat. § 347.091

347.091. Items required to be kept at principal place of business — rights of members — failure to deliver items to secretary, penalty. — 1. The limited liability company shall keep at its principal place of business, the following: (1) A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order; (2) A copy of the articles of organization and all articles of amendment thereto, together with executed copies of any powers of attorney pursuant to which any articles have 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 or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for such period; (4) Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect; (5) Copies of any financial statements of the limited liability company for the three most recent years; (6) Unless contained in a written operating agreement, a writing setting out: (a) The amount of cash and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which any additional contributions agreed to be made by each member are to be made; (b) Information that would enable a member to determine the relative voting rights of the members on a particular matter if such voting rights are other than on a per capita basis; and (c) Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up; (7) Copies of any written promise by a member to make a contribution to the limited liability company; (8) Copies of any written consents by the members to the admission of any person as a member of the limited liability company; (9) Copies of any written consents by the members to continue the limited liability company upon an event of withdrawal of any member; (10) Copies of any other instruments or documents reflecting matters required to be in writing pursuant to the operating agreement. 2. Each member may: (1) Inspect and copy during ordinary business hours, at the reasonable request and at the expense of such member, any of the limited liability company records required to be kept by subsection 1 of this section; (2) From time to time upon reasonable demand, obtain true and full information regarding the state of the business and financial condition of the limited liability company; (3) Have an accounting of the affairs of the limited liability company whenever circumstances render it just and reasonable. 3. The secretary may request in writing that the limited liability company forward to him a complete copy of the current, past, or both, limited liability company lists kept pursuant to subdivision (1) of subsection 1 of this section without cost to the secretary. Any authorized person who has possession or control of such list and who fails to deliver the list to the secretary within twenty days after receiving written demand therefor may be individually subject to a civil penalty in the amount of fifty dollars per day for each day the list has not been delivered to the secretary, but not to exceed ten thousand dollars, such penalty to be assessed and collected by the secretary, and prosecuted criminally with any resulting conviction being a class A misdemeanor. 4. Failure of the limited liability company to keep any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.

Source: https://revisor.mo.gov/main/OneSection.aspx?section=347.091 (accessed 2026-09-26).

Mo. Rev. Stat. § 347.081

347.081. Operating agreement, contents — policy statement — enforceability, remedies. — 1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including: (1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons; (2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members; (3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis; (4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights; (5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187; (6) Restrictions on the transfer of members' interests in the limited liability company, and options or rights to acquire or sell members' interests in the limited liability company; (7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and (8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections. 2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. 3. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law. 4. This section shall not affect any otherwise valid agreement among members of a limited liability company.

Source: https://revisor.mo.gov/main/OneSection.aspx?section=347.081 (accessed 2026-09-26).