LLC Member Books, Records, and Information Demands in Rhode Island
At a glance
| Governing law and requester | Current Rhode Island LLC Act § 7-16-22 governs ordinary domestic LLC member record access through 2027. Replacement § 7-16.1-410 takes effect January 1, 2028 (2026 P.L. ch. 247, §§ 3–4). |
|---|---|
| Records the LLC keeps | Principal office: current member/manager list; capital-value/voting records; articles/amendments and powers; five recent years of tax returns/reports and financial statements; written agreement; proceedings (§ 7-16-22(a)). |
| Member access without demand | Member may inspect/copy required records on reasonable request and request information on business and financial condition; § 7-16-22(b) has no separate automatic member delivery duty. |
| Demand and inspection terms | Reasonable request during ordinary business hours for member inspection and information; § 7-16-22(b) sets no written form, purpose recital or advance period. |
| Managers and former members | § 7-16-22(b) gives current members the access route; it does not state independent manager or former-member access. Replacement § 7-16.1-410 will separately cover managers and dissociated members from 2028. |
| Response, copies and cost | Member copies at own expense; § 7-16-22(b) sets no member response calendar. Five-business-day deadline in subsection (c) concerns regulator investigative requests for member list, not member demands. |
| Confidentiality and agreement | Current § 7-16-22 gives no express confidentiality withholding or agreement restriction for member access; replacement § 7-16.1-410 will add reasonable confidentiality conditions in 2028. |
| Court enforcement | § 7-16-22 grants access but states no special member inspection petition period, burden or fee award. |
| Scope and outcome limits | Reasonableness and business/financial information under current § 7-16-22 depend on facts; no discovery, valuation or disputed entitlement decided. |
Requirements one by one
Records at the principal office
R.I. Gen. Laws § 7-16-22(a) requires a current member and manager name/address list; records identifying capital values and relative voting rights; articles, restatements, amendments and signing powers; any written operating agreement; and written member or manager proceedings. It also requires tax returns and reports, if any, and financial statements for the five most recent years.
Member inspection and information
Under § 7-16-22(b), a member may inspect and copy required records at personal expense on reasonable request during ordinary business hours. A member may also ask, from time to time and on reasonable request, for information about the state of the business and its financial condition. The current provision states no separate written-demand form or calendar deadline for answering that member request.
What trips people up
The five-business-day period in § 7-16-22(c) belongs to a written investigative or enforcement request by the secretary of state, business-regulation director, or attorney general for the member list. It is not the reply clock for a member’s subsection (b) request.
The enacted replacement law changes this scheme on January 1, 2028, under 2026 R.I. Pub. Laws ch. 247, § 4. Future § 7-16.1-410 will distinguish member-managed and manager-managed access, require a recorded response within 10 days to a manager-managed member’s particularized recorded demand, and provide a qualified route for a dissociated member. These are future rules, not the current member-demand procedure.
Common questions
Can a former member use the current member inspection rule? Section 7-16-22(b) names a member and does not create a separate former-member route. Status, the operating agreement, and any other applicable rights require case-specific review.
Must the LLC automatically send tax returns to every member? Section 7-16-22(a)(5) requires the LLC to keep the five most recent years of returns and reports, if any. Subsection (b) provides inspection and copying on reasonable request, not automatic distribution.
Statutes and sources
- R.I. Gen. Laws § 7-16-22 — current recordkeeping, member access, and regulator list request. Official Rhode Island General Laws, accessed September 26, 2026.
- 2026 R.I. Public Laws ch. 247, §§ 3–4 — future information rules and January 1, 2028 effective date. Official enacted act, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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