LLC Member Books, Records, and Information Demands in Tennessee

At a glance

Requirements one by one

Records kept and the right to see them

The governing act depends on formation and election: the Revised Act covers LLCs formed from January 1, 2006, and older LLCs that elected it; older nonelectors retain the Prior Act (§ 48-249-1002(a)–(c)). Under the Prior Act, a board-managed LLC keeps the listed records, including member and assignee lists, organizing papers, three years of tax returns, accounting and proceedings records, contributions, and its latest annual report (§ 48-228-101(a)). A member-managed LLC keeps most of that list but substitutes financial information sufficient to show its business status and financial condition for the board-specific items (§ 48-228-101(b)). The Revised Act's list also includes managers or directors, holders of financial rights, and three fiscal years of financial information (§ 48-249-406).

Notice and information beyond records

In either track, the inspection notice must be written and reach the LLC at least five business days before the requested inspection date (§§ 48-228-102(a), 48-249-308(a)). A Prior Act member may act through an agent or attorney (§ 48-228-103(a)). Revised Act members and the specified personal representatives also receive reasonably needed tax and member-rights information without demand; they may demand other business information in writing, subject to the statute's unreasonable or improper demand exception (§ 48-249-308(b)).

Refusal and court process

The court in the county of the principal executive office, or the in-state registered office if there is no principal executive office in Tennessee, may summarily order inspection at company expense (§§ 48-228-104(a), 48-249-308(d)). A fee award follows an inspection order only when the requester proves that the LLC lacked a reasonable basis to doubt the right to inspect (§§ 48-228-104(b), 48-249-308(d)).

What trips people up

The five-business-day clock is advance notice of the desired inspection date. It does not promise that the LLC will produce every record within five days (§§ 48-228-102(a), 48-249-308(a)). In the Revised Act, a holder of financial rights has a narrower access purpose: tax information concerning those rights (§ 48-249-308(c)).

Common questions

Can a former member inspect records? The Revised Act expressly allows access for proper purposes concerning the period of membership; the requester's facts and purpose still matter (§ 48-249-308(a)).

Can the operating agreement remove inspection rights? Prior Act articles and agreements cannot abolish or limit the member's statutory inspection right (§ 48-228-102(b)). Revised Act LLC documents cannot unreasonably restrict access (§ 48-249-205(b)(12)).

Who pays for copies? The Prior Act allows a reasonable labor-and-material charge capped at estimated production or reproduction cost. The Revised Act generally allows a reasonable labor-and-material charge, but requires copies of the LLC documents and required records on demand at company expense (§§ 48-228-103(c), 48-249-308(a)).

Statutes and sources

• Tenn. Code Ann. § 48-249-1002 — “Any domestic LLC that was formed prior to January 1, 2006, under the Prior Act and that does not voluntarily elect to be governed by this Act pursuant to subsection (b) shall continue to be governed by the Prior Act.” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-228-101 — “If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors:” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-228-102 — “A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101, if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy.” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-228-103 — “The charge may not exceed the estimated cost of production or reproduction of the records.” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-228-104 — “If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-249-205 — “Unreasonably restrict a right to information or access to records under § [308]”. Accessed 2026-10-04.
• Tenn. Code Ann. § 48-249-308 — “An LLC shall provide former members and their agents and attorneys access for proper purposes to records pertaining to the periods during which they were members.” Accessed 2026-10-04.
• Tenn. Code Ann. § 48-249-406 — “Copies of the LLC's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;” Accessed 2026-10-04.