LLC Member Books, Records, and Information Demands in Montana
At a glance
| Governing law and requester | Montana LLC Act § 35-8-405 covers members, former members and their agents/attorneys; information duty falls on member-managers or managers as applicable; nonmember transferee lacks access (§§ 35-8-405(2)–(3), 35-8-707(5)). |
|---|---|
| Records the LLC keeps | Unless articles or written agreement differ, principal-place records: current/past member-manager name/address list, articles/powers, three recent years of tax/financial records or substitutes, all written agreements, and contribution/dissolution/agreement-required writings unless covered by agreement (§ 35-8-405(1)). |
| Member access without demand | Member inspects/copies any LLC record at own expense on reasonable request; member-managers or managers, as applicable, furnish true/full information affecting members when just and reasonable (§ 35-8-405(2)(a), (3)). |
| Demand and inspection terms | Reasonable request during ordinary business hours; inspection/copying wherever record is located. § 35-8-405(2)(a) does not prescribe written demand, purpose recital or advance days. |
| Managers and former members | Former member and agents/attorneys may access/copy membership-period records; managers have duty to furnish information when management is vested in them. Nonmember transferee lacks access (§§ 35-8-405(2)(b), (3), 35-8-707(5)). |
| Response, copies and cost | Member inspection and copying at own expense; § 35-8-405 sets no fixed reply or delivery period. Former member has same copy right for membership-period records (§ 35-8-405(2)). |
| Confidentiality and agreement | Articles or written agreement may vary recordkeeping; agreement may not unreasonably restrict § 35-8-405 information or record access (§§ 35-8-405(1), 35-8-109(3)(a), (4)(a)). |
| Court enforcement | § 35-8-405 grants inspection/copying and reasonable information but states no special petition period, burden or fee award for refusal. |
| Scope and outcome limits | Reasonable request and just/reasonable information under § 35-8-405 depend on facts; no discovery, valuation or disputed entitlement decided. |
Requirements one by one
Records the LLC keeps
Mont. Code Ann. § 35-8-405(1) ordinarily requires the LLC to keep records at its principal place of business: current and past members and managers with addresses; articles, amendments and signing powers; tax returns and financial statements for the three most recent years or tax-preparation substitutes; current and former written operating agreements; and specified contribution, dissolution and agreement-required writings unless contained in a written agreement. The articles or a written operating agreement may vary the recordkeeping requirement (§§ 35-8-405(1), 35-8-109(3)(a)).
Member and former-member access
A member may inspect and copy any LLC record at personal expense on reasonable request during ordinary business hours, wherever the record is located (§ 35-8-405(2)(a)). A former member and that person’s agents or attorneys must receive access and the same copy right for records concerning the period of membership (§ 35-8-405(2)(b)). A transferee who has not become a member cannot require company information or inspect records under § 35-8-707(5).
Management information duty and agreement limit
If management is vested in members, those members must furnish true and full information affecting members when circumstances make it just and reasonable. If management is vested in managers, that duty belongs to managers. The recipient may be a member or the legal representative of a deceased or legally disabled member (§ 35-8-405(3)). § 35-8-109(1) lets an operating agreement regulate company relations, but subsection (4)(a) bars unreasonable restriction of § 35-8-405 access or information rights.
Common questions
Must the member inspect at the principal office? Section 35-8-405(1) gives the ordinary recordkeeping location, but subsection (2)(a) grants inspection wherever a record is located, on reasonable request during ordinary business hours.
Does missing a required record make members personally liable for LLC debts? No. Section 35-8-405(4) expressly says a failure to keep required records is not grounds to impose LLC debt or obligation liability on any person.
Statutes and sources
- Mont. Code Ann. § 35-8-109 — agreement effect and limits. Official Montana Code Annotated, accessed September 26, 2026.
- Mont. Code Ann. § 35-8-405 — retained records, access and information. Official Montana Code Annotated, accessed September 26, 2026.
- Mont. Code Ann. § 35-8-707 — nonmember transferee access. Official Montana Code Annotated, accessed September 26, 2026.
Source links
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