LLC Member Books, Records, and Information Demands in North Dakota
At a glance
| Governing law and requester | North Dakota Uniform LLC Act § 10-32.1-42 distinguishes member-managed, board-managed and manager-managed LLCs; members, managers, governors, dissociated members and agents/representatives have different access (§ 10-32.1-42(1)–(6)). |
|---|---|
| Records the LLC keeps | § 10-32.1-42 covers records the LLC maintains concerning activities, finances and circumstances; it states no mandatory retained-record list or records office (§ 10-32.1-42(1)(a), (2)(b)). |
| Member access without demand | Member- or board-managed: members get known material information without demand, other reasonable information on demand and material record inspection on reasonable notice; manager-managed: managers/governors receive these rights, and all members get known material consent information before decision (§ 10-32.1-42(1)–(2)). |
| Demand and inspection terms | Reasonable notice, regular hours and reasonable company location for member/board-managed inspection. Manager-managed member uses received demand in a record, particularized information and material purpose, direct connection (§ 10-32.1-42(1)(a), (2)(b)). |
| Managers and former members | Manager-managed managers/governors get subsection 1 rights/duties; dissociated member has qualified 10-day past-period route; agent/disabled person representative may act; transferee alone excluded (§ 10-32.1-42(2)–(6)). |
| Response, copies and cost | Within 10 days of manager-managed member demand, LLC responds in a record with what/when/where and refusal reasons; dissociated demand receives same response. Copying cost limited to reasonable labor/material (§ 10-32.1-42(2)(c), (3)–(4)). |
| Confidentiality and agreement | LLC may impose reasonable confidentiality and safeguarding conditions and bears burden on challenge; agreement cannot unreasonably restrict § 10-32.1-42 rights; former-member obligations also governed by agreement (§§ 10-32.1-42(7), -13(3)(f), -15(2)). |
| Court enforcement | § 10-32.1-42(7) assigns LLC burden when access/use restrictions disputed; section states no special inspection petition period or fee award. |
| Scope and outcome limits | Management form, materiality, consent information, good faith and reasonable conditions under § 10-32.1-42 require facts; no discovery, valuation or particular entitlement decided. |
Requirements one by one
Member- and board-managed access
N.D.C.C. § 10-32.1-42(1) lets a member of a member-managed or board-managed LLC inspect and copy maintained records material to member rights and duties on reasonable notice, during regular business hours at a reasonable company-specified location. The LLC must furnish known material information without demand unless it reasonably believes the member already knows it, and other company information on demand unless unreasonable or improper. Members who know that information also have a furnishing duty.
Manager-managed member demands
In a manager-managed LLC, managers or governors receive those subsection 1 rights and duties. A member instead seeks just and reasonable information through a demand in a record received by the LLC that particularizes the information and a purpose material to the membership interest; the information must directly connect to that purpose (§ 10-32.1-42(2)(a)–(b)). Within 10 days the company must respond in a record with what it will provide, when and where, and why it refuses any part (§ 10-32.1-42(2)(c)). The subsection separately requires material known information before a member gives or withholds consent, without a demand.
Dissociated members, copies and conditions
A dissociated member may obtain membership-period information on a 10-day demand in a record received by the LLC, if sought in good faith and meeting the manager-managed member conditions; the same recorded response rule applies (§ 10-32.1-42(3)). An agent or legal representative may act under subsection 5, and subsection 6 excludes a person solely as transferee. The LLC may charge reasonable copying labor and material costs (§ 10-32.1-42(4)).
The company may impose reasonable access and use conditions, including confidentiality and safeguarding duties, but bears the burden of proving reasonableness if challenged (§ 10-32.1-42(7)). The agreement may not unreasonably restrict these rights (§ 10-32.1-13(3)(f)); it also governs obligations to dissociated members in that capacity (§ 10-32.1-15(2)).
Common questions
Is the 10-day reply clock a production deadline? Section 10-32.1-42(2)(c) requires a recorded response stating when and where information will be provided; it does not require all records to be delivered in those 10 days.
Can a board-managed member receive information before consenting? Yes. Subsection 2(d) requires known material information before member consent in the manager-managed rules, and subsection 1 separately gives board-managed members material information without demand.
Statutes and sources
- N.D.C.C. § 10-32.1-13 — agreement limits. Official North Dakota Legislative Council, Chapter 10-32.1, accessed September 26, 2026.
- N.D.C.C. § 10-32.1-15 — dissociated-member agreement obligations. Official North Dakota Legislative Council, Chapter 10-32.1, accessed September 26, 2026.
- N.D.C.C. § 10-32.1-42 — access, demands, response, costs and restrictions. Official North Dakota Legislative Council, Chapter 10-32.1, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does North Dakota law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current North Dakota law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace