LLC Member Books, Records, and Information Demands in South Dakota
At a glance
| Governing law and requester | South Dakota Uniform LLC Act § 47-34A-408 covers members, managers, their agents/attorneys, former members and specified representatives; nonmember transferee lacks access (§§ 47-34A-408(a)–(c), 47-34A-503(d)). |
|---|---|
| Records the LLC keeps | § 47-34A-408(a) covers LLC records, if any, at principal office or reasonable agreement location; it states no separate retained-record list or period. |
| Member access without demand | LLC furnishes managers known information needed for duties without demand; members and deceased/disabled member representatives receive information needed for member rights/duties without demand. Other information follows reasonable demand (§ 47-34A-408(b)–(c)). |
| Demand and inspection terms | Proper purpose for member/manager/agent access; ordinary-hours inspection at principal office or reasonable agreement location. Member’s demand for written operating-agreement copy must be written (§ 47-34A-408(a), (d)). |
| Managers and former members | Managers have direct proper-purpose records access and information right; former member/agent/attorney gets proper-purpose membership-period records; nonmember transferee excluded (§§ 47-34A-408(a)–(b), 47-34A-503(d)). |
| Response, copies and cost | Reasonable copying charge limited to labor/material; written agreement copy at company expense on member’s written demand. § 47-34A-408 sets no member response deadline (§ 47-34A-408(a), (d)). |
| Confidentiality and agreement | Agreement may restrict § 47-34A-408 access if not manifestly unreasonable; court decides challenge based on circumstances when term adopted (§ 47-34A-103(c)(1), (d)). |
| Court enforcement | § 47-34A-103(d) gives court standard for manifestly unreasonable agreement terms; § 47-34A-408 grants access without a special inspection-petition period or fee award. |
| Scope and outcome limits | Proper purpose, unreasonable demands and agreement terms require facts under §§ 47-34A-408 and -103; no discovery, valuation or specific entitlement decided. |
Requirements one by one
Access and information duties
SDCL § 47-34A-408(a) gives managers, members, and members’ agents and attorneys proper-purpose access to LLC records, if any, at the principal office or another reasonable location specified in the operating agreement. They may inspect and copy during ordinary business hours. Former members and their agents or attorneys have proper-purpose access to records from the membership period. A person solely in nonmember transferee status cannot inspect under § 47-34A-503(d).
The LLC must furnish a manager, without demand, business or affairs information reasonably required to perform manager duties; other information follows a demand unless unreasonable or improper (§ 47-34A-408(b)). The same two-part rule serves members and a legal representative of a deceased or legally disabled member for the member’s rights and duties (§ 47-34A-408(c)).
Copy costs and agreement limits
The LLC may charge a reasonable amount for record copies limited to labor and material (§ 47-34A-408(a)). A member who gives a written demand receives a copy of any written operating agreement at company expense (§ 47-34A-408(d)). § 47-34A-103(a) lets the operating agreement govern internal relations, but subsection (c)(1) permits restricting access only if the term is not manifestly unreasonable. The court decides a challenge as of when the term became part of the agreement, under subsection (d).
Common questions
Must a manager also be a member to request records? Section 47-34A-408(a) expressly names managers as requesters, and subsection (b) gives them a separate information right tied to manager duties.
Are records required to be stored at the principal office? Section 47-34A-408(a) describes where access is provided, including another reasonable agreement-specified location. It does not itself list records that must be retained there.
Statutes and sources
- SDCL § 47-34A-103 — operating-agreement access limits. Official South Dakota Legislature, accessed September 26, 2026.
- SDCL § 47-34A-408 — records, information and agreement copies. Official South Dakota Legislature, accessed September 26, 2026.
- SDCL § 47-34A-503 — nonmember transferee access. Official South Dakota Legislature, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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