LLC Member Books, Records, and Information Demands in New York
At a glance
| Governing law and requester | New York Limited Liability Company Law §1102; express inspection right belongs to a member of a domestic LLC (§ 1102(a)-(b)) |
|---|---|
| Records the LLC keeps | Manager/member lists, articles and powers, agreement, three fiscal years of tax returns; records may be outside NY or nonpaper if convertible to writing (§ 1102(a), (d)) |
| Member access without demand | Member may inspect/copy retained records, any three-year financial statements and just-and-reasonable other affairs information for related purpose; §1102 is request-based (§ 1102(b)) |
| Demand and inspection terms | Purpose reasonably related to member interest; reasonable standards may be set in or under operating agreement. Section 1102 does not prescribe demand form, waiting period, or place (§ 1102(b)) |
| Managers and former members | Section names members for inspection; managers appear in the roster and possible confidentiality rule. No distinct former-member or transferee access route in §1102 (§ 1102(a)-(c)) |
| Response, copies and cost | Member pays own inspection/copying cost; §1102 sets no fixed response or production deadline and permits convertible nonpaper records (§ 1102(b), (d)) |
| Confidentiality and agreement | Agreement may set reasonable access standards and authorize certain members/managers to withhold trade secrets or other specified information for a reasonable period (§ 1102(b)-(c)) |
| Court enforcement | Section 1102 states inspection right but no special petition deadline, fee-shift, or statutory penalty; disputed enforcement depends on other law (§ 1102(b)-(c)) |
| Scope and outcome limits | Section 1102 records rights only; no ruling on a particular purpose, confidentiality, valuation, discovery, fiduciary issue or court outcome (§ 1102) |
Requirements one by one
Records the LLC keeps
Section 1102(a) calls for a member list with each member's contribution and profit/loss share, the articles and relevant powers of attorney, the operating agreement, and available tax returns or reports for the three most recent fiscal years. A manager-managed company also keeps a manager list. The records may be outside New York, and a nonpaper form is allowed if it can be converted to writing within a reasonable time (§ 1102(a), (d)).
Member inspection and expense
A member may inspect and copy the listed records, any financial statements maintained for the three most recent fiscal years, and other affairs information that is just and reasonable. The purpose must be reasonably related to that person's member interest, and the member pays the inspection and copying expense (§ 1102(b)).
Agreement limits and confidentiality
The operating agreement can set reasonable standards for inspection. It may also empower specified members or managers to keep trade secrets or certain other information confidential from members for a reasonable period, on the stated reasonable-belief or good-faith grounds (§ 1102(b)-(c)).
What trips people up
The three-year tax-return duty is a recordkeeping rule, while financial statements enter the inspection right only if the LLC maintains them (§ 1102(a)(5), (b)).
Common questions
Does the statute require all records to stay in New York? No. Section 1102(a) expressly permits them to be maintained outside the state.
Does § 1102 give a manager a separate inspection right? Its inspection clause names members. The manager reference in § 1102(c) concerns confidentiality authority if the operating agreement grants it.
How soon must the LLC respond? Section 1102(b) sets an inspection right subject to reasonable standards, but states no fixed response period.
Statutes and sources
N.Y. Ltd. Liab. Co. Law § 1102
§ 1102. Records. (a) Each domestic limited liability company shall maintain the following records, which may, but need not, be maintained in this state: (1) if the limited liability company is managed by a manager or managers, a current list of the full name set forth in alphabetical order and last known mailing address of each such manager; (2) a current list of the full name set forth in alphabetical order and last known mailing address of each member together with the contribution and the share of profits and losses of each member or information from which such share can be readily derived; (3) a copy of the articles of organization and all amendments thereto or restatements thereof, together with executed copies of any powers of attorney pursuant to which any certificate or amendment has been executed; (4) a copy of the operating agreement, any amendments thereto and any amended and restated operating agreement; and (5) a copy of the limited liability company's federal, state and local income tax or information returns and reports, if any, for the three most recent fiscal years. (b) Any member may, subject to reasonable standards as may be set forth in, or pursuant to, the operating agreement, inspect and copy at his or her own expense, for any purpose reasonably related to the member's interest as a member, the records referred to in subdivision (a) of this section, any financial statements maintained by the limited liability company for the three most recent fiscal years and other information regarding the affairs of the limited liability company as is just and reasonable. (c) If provided in the operating agreement, certain members or managers shall have the right to keep confidential from other members for such period of time as such certain members or the managers deem reasonable, any information which such certain members or the managers reasonably believe to be in the nature of trade secrets or other information the disclosure of which such certain members or the managers in good faith believe is not in the best interest of the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential. (d) A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.
Source: https://www.nysenate.gov/legislation/laws/LLC/1102 (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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