LLC Member Books, Records, and Information Demands in Oregon
At a glance
| Governing law and requester | ORS chapter 63 covers domestic LLCs; § 63.771 grants inspection to members and § 63.777 extends it to their agents and attorneys. |
|---|---|
| Records the LLC keeps | Keep at an agreement-specified office or registered office: past/present member-manager list, articles/amendments and powers, 3 years' tax returns and financials, current written agreements, and contribution/dissolution statement (§ 63.771(1)). |
| Member access without demand | Any member may inspect and copy LLC records on reasonable request during ordinary business hours; § 63.771 does not require automatic furnishing (§ 63.771(2)). |
| Demand and inspection terms | Reasonable request and ordinary business hours; § 63.771 sets no written-form, advance-notice, or stated-purpose test for member inspection. Records kept at agreement-specified office or registered office (§ 63.771(1)-(2)). |
| Managers and former members | A manager who is also a member has member access; § 63.771 gives no independent nonmember-manager or former-member inspection route. Agents and attorneys share a member's rights (§§ 63.001(19), (21), 63.265, 63.771-.777). |
| Response, copies and cost | No fixed production clock; § 63.781(2) uses reasonable time for other records. Member bears inspection/copying expense; copy charge limited to estimated labor/material production cost; reasonable photographic or other copies allowed (§§ 63.771(2), 63.777(2)-(3)). |
| Confidentiality and agreement | Agreement may specify records office; court may reasonably restrict use/distribution after ordering access. § 63.771 grants member inspection without an express company confidentiality veto (§§ 63.057, 63.771(1)-(2), 63.781(4)). |
| Court enforcement | Circuit court may summarily order required-record inspection at LLC expense; other-record refusal after reasonable time also supports application. Order brings costs/counsel fees unless LLC proves good-faith reasonable doubt; at least 5 days' hearing notice unless court changes it (§ 63.781). |
| Scope and outcome limits | Statutory member-record access only; § 63.781 leaves disputed entitlement and court restrictions to the court, without deciding discovery, valuation, or any specific demand. |
Requirements one by one
Records the LLC keeps
ORS 63.771(1) requires a current list of both present and former members and managers. It also covers formation documents and execution powers, three years of tax returns and financial statements, current written operating agreements and amendments, and a certified statement of contributions and any agreed dissolution event when that information is not already in another required writing. The office can be specified as the operating agreement provides; otherwise the records belong at the registered office.
Member access and demand
Under ORS 63.771(2), a member can inspect and copy any LLC records on a reasonable request during ordinary business hours. The statute states no written-request or purpose-statement prerequisite. It does not set a fixed number of days for production. The same right applies to a member's agent or attorney under ORS 63.777(1); a manager without membership does not receive a separate inspection right in these sections. A former person's name remains on the required list, but former status does not itself preserve the member's inspection right: ORS 63.265 addresses cessation of membership and assignee status.
Copies, cost, and response
ORS 63.777(2)-(4) allows reasonable photographic, xerographic, or other copies. An LLC may charge for labor and materials, capped at the estimated cost of production or reproduction. For a demand to inspect the member record, it can instead provide a member list compiled no earlier than the demand date. A refusal of other records becomes eligible for a court application if the company has not allowed inspection within a reasonable time under ORS 63.781(2); that is not a fixed production deadline.
Court enforcement and use restrictions
Under ORS 63.781(1), the circuit court may summarily order inspection of required records at the company's expense. If it orders access, subsection (3) also orders the member's costs and reasonable counsel fees unless the LLC proves it refused in good faith on a reasonable doubt about the right to inspect. The court may restrict use or distribution of records. Subsection (5) ordinarily requires at least five days' notice of the hearing to the company, but lets the court set a different period. ORS 63.057 permits an operating agreement to manage company affairs only in a manner consistent with law; its office-location choice appears in § 63.771(1).
What trips people up
The company's duty to keep a past-and-present member list does not give every listed former member a present inspection right. Section 63.771(2) grants the request right to a member; member status is defined in ORS 63.001(21) and cessation is addressed in § 63.265. An assignee who has not gained membership rights is outside that grant.
Common questions
Can I ask for records beyond the required list? Section 63.771(2) speaks of “any limited liability company records.” Section 63.781(2) separately permits a court application after the company fails within a reasonable time to allow inspection of “any other record.” Whether a particular item qualifies depends on the record and the dispute.
Where would an inspection case be filed? Section 63.781(1)-(2) identifies the circuit court in the county of the principal office, or, if that office is outside Oregon, the county where the registered office is or was last located.
Statutes and sources
- ORS 63.001, 63.057, and 63.265 — definitions, operating agreement, and member cessation. Official Chapter 63, accessed September 26, 2026.
- ORS 63.771 — records retained and member inspection. Official Chapter 63, accessed September 26, 2026.
- ORS 63.777 — agents, copies, and costs. Official Chapter 63, accessed September 26, 2026.
- ORS 63.781 — court-ordered inspection and remedies. Official Chapter 63, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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