LLC Member Books, Records, and Information Demands in Texas

At a glance

Requirements one by one

Records the company keeps

Texas filing entities keep account books and a current member-name and mailing-address record; LLC minutes are required only if the governing documents call for them (§ 3.151(a), (c)). LLCs also maintain member-interest and class details, six tax years of returns, formation and written agreement records, powers of attorney, and contribution information (§ 101.501(a)). They may keep that additional material at the U.S. principal office or make it available there by the fifth day after a qualifying written inspection request. Records may use a storage system convertible to paper within a reasonable time (§§ 101.501(a), (d), 3.151(b)).

Demand, place and copies

Unless governing documents provide otherwise, a member or interest assignee makes a written demand stating a proper purpose. The records sought must be reasonably related and appropriate to that purpose; inspection and copying occur at a reasonable time at the U.S. principal office or another place both sides approve (§ 101.502(a)). The demand goes to the recipient and address named in the company agreement, or else to a manager or managing member at the U.S. principal office (§ 101.502(d)). The member or assignee may act through an agent, accountant, or attorney (§ 101.502(b)).

On a written request, the LLC provides its certificate of formation, any written company agreement, and the tax returns described in § 101.501(a)(2) without charge (§ 101.502(c)).

Manager and court routes

The LLC's governing authority consists of managers when the agreement so provides, and otherwise of members in a member-managed company (§ 101.251(a)). A governing person may inspect records for a purpose reasonably related to service and can ask a court to compel inspection after a refused good-faith demand (§ 3.152(a)-(c)). An LLC that improperly refuses a compliant member or assignee examination owes enforcement costs, including attorney fees, subject to statutory defenses for prior misuse or a request lacking good faith or proper purpose (§ 101.503).

What trips people up

Since the May 2025 amendment, ordinary emails, texts, similar electronic communications, and social-account information fall outside § 101.502(a) records unless the particular item effectuates an LLC action or the company agreement expressly includes it. A request for all messages reaches the electronic communications that this inspection rule excludes (§ 101.502(a)).

Common questions

Does an assignee have to be admitted as a member to use this route? Section 101.502(a) expressly names an assignee of a membership interest alongside a member.

Must the LLC keep meeting minutes? Section 3.151(c) exempts LLCs from the general minutes requirement unless their governing documents require them.

Does the five-day rule require every demanded record to be produced then? It concerns making the § 101.501(a) records available at the U.S. principal office after a qualifying written request. Section 101.502 does not set one production date for every examination (§§ 101.501(a), 101.502(a)).

Statutes and sources

Tex. Bus. Orgs. Code § 3.151

Sec. 3.151. BOOKS AND RECORDS FOR ALL FILING ENTITIES. (a) Each filing entity shall keep: (1) books and records of accounts; (2) minutes of the proceedings of the owners or members or governing authority of the filing entity and committees of the owners or members or governing authority of the filing entity; (3) a current record of the name and mailing address of each owner or member of the filing entity; and (4) other books and records as required by the title of this code governing the entity. (b) The books, records, minutes, and ownership or membership records of any filing entity may be: (1) in written paper form; or (2) maintained by or on behalf of the filing entity on, or by means of, an information storage device or method or one or more electronic data systems, provided that any books, records, minutes, and ownership or membership records so maintained can be converted into written paper form within a reasonable time. (c) The records required by Subsection (a)(2) need not be maintained by a limited partnership or a limited liability company except to the extent required by its governing documents.

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.3.htm#3.151 (accessed 2026-09-26).

Tex. Bus. Orgs. Code § 3.152

Sec. 3.152. GOVERNING PERSON'S RIGHT OF INSPECTION. (a) A governing person of a filing entity may examine the entity's books and records maintained under Section 3.151 and other books and records of the entity for a purpose reasonably related to the governing person's service as a governing person. (b) A court may require a filing entity to open the books and records of the filing entity, including the books and records maintained under Section 3.151 , to permit a governing person to inspect, make copies of, or take extracts from the books and records on a showing by the governing person that: (1) the person is a governing person of the entity; (2) the person demanded to inspect the entity's books and records; (3) the person's purpose for inspecting the entity's books and records is reasonably related to the person's service as a governing person; and (4) the entity refused the person's good faith demand to inspect the books and records. (c) A court may award a governing person attorney's fees and any other proper relief in a suit to require a filing entity to open its books and records under Subsection (b). (d) This section does not apply to limited partnerships. Section 153.552 applies to limited partnerships.

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.3.htm#3.152 (accessed 2026-09-26).

Tex. Bus. Orgs. Code § 101.251

Sec. 101.251. GOVERNING AUTHORITY. (a) The governing authority of a limited liability company consists of: (1) the managers of the company, if the company agreement provides that the company is managed by one or more managers; or (2) the members of the company, if the company agreement provides that the company is managed by the members. (b) If the company agreement does not provide otherwise, the governing authority of a limited liability company consists of: (1) the managers of the company, if the company's certificate of formation states that the company has managers; or (2) the members of the company, if the company's certificate of formation does not state that the company has managers.

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm#101.251 (accessed 2026-09-26).

Tex. Bus. Orgs. Code § 101.501

Sec. 101.501. SUPPLEMENTAL RECORDS REQUIRED FOR LIMITED LIABILITY COMPANIES. (a) In addition to the books and records required to be kept under Section 3.151 , a limited liability company shall keep at its principal office in the United States, or make available to a person at its principal office in the United States not later than the fifth day after the date the person submits a written request to examine the books and records of the company under Section 3.152 (a) or 101.502 : (1) a current list that states: (A) the percentage or other interest in the limited liability company owned by each member; and (B) if one or more classes or groups of membership interests are established in or under the certificate of formation or company agreement, the names of the members of each specified class or group; (2) a copy of the company's federal, state, and local tax information or income tax returns for each of the six preceding tax years; (3) a copy of the company's certificate of formation, including any amendments to or restatements of the certificate of formation; (4) if the company agreement is in writing, a copy of the company agreement, including any amendments to or restatements of the company agreement; (5) an executed copy of any powers of attorney; (6) a copy of any document that establishes a class or group of members of the company as provided by the company agreement; and (7) except as provided by Subsection (b), a written statement of: (A) the amount of a cash contribution and a description and statement of the agreed value of any other contribution made or agreed to be made by each member; (B) the dates any additional contributions are to be made by a member; (C) any event the occurrence of which requires a member to make additional contributions; (D) any event the occurrence of which requires the winding up of the company; and (E) the date each member became a member of the company. (b) A limited liability company is not required to keep or make available at its principal office in the United States a written statement of the information required by Subsection (a)(7) if that information is stated in a written company agreement. (c) A limited liability company shall keep at its registered office located in this state and make available to a member of the company on reasonable request the street address of the company's principal office in the United States in which the records required by this section and Section 3.151 are maintained or made available. (d) All books and records required to be maintained by a limited liability company under this section may be maintained in any form and manner permitted under Section 3.151 (b).

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm#101.501 (accessed 2026-09-26).

Tex. Bus. Orgs. Code § 101.502

Sec. 101.502. RIGHT TO EXAMINE RECORDS. (a) Unless otherwise provided by the governing documents of a limited liability company, a member of a limited liability company or an assignee of a membership interest in a limited liability company, on written demand stating a proper purpose, is entitled to examine and copy at a reasonable time at the limited liability company's principal office identified under Section 101.501 (c) or another location approved by the limited liability company and the member or assignee, any records of the limited liability company, whether in written or other tangible form, which are reasonably related to and appropriate to examine and copy for that proper purpose. For purposes of this subsection, the records of the limited liability company shall not include e-mails, text messages or similar electronic communications, or information from social media accounts unless the particular e-mail, communication, or social media information effectuates an action by the limited liability company or the company agreement expressly states otherwise. (b) The examination and copying under Subsection (a) may be conducted by the member or assignee or through an agent, accountant, or attorney. An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the member or assignee with respect to the records made available for examination and copying. (c) On written request of a member or an assignee of a membership interest, the limited liability company shall provide to the requesting member or assignee without charge copies of: (1) the company's certificate of formation, including any amendments to or restatements of the certificate of formation; (2) if in writing, the company agreement, including any amendments to or restatements of the company agreement; and (3) any tax returns described by Section 101.501 (a)(2). (d) A demand or request made by a member or assignee under Subsection (a) or (c) must be made to: (1) the person who is designated to receive the demand or request in the company agreement at the address designated in the company agreement; or (2) if there is no designation, a manager or managing member at the limited liability company's principal office in the United States.

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm#101.502 (accessed 2026-09-26).

Tex. Bus. Orgs. Code § 101.503

Sec. 101.503. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS. (a) A limited liability company that refuses to allow a member or an assignee of a membership interest to examine and copy, on written request that complies with Section 101.502 (a), records or other information described by that section is liable to the member or assignee for any cost or expense, including attorney's fees, incurred in enforcing the member's or assignee's rights under Section 101.502 . The liability imposed on a limited liability company under this subsection is in addition to any other damages or remedy afforded to the member or assignee by law. (b) It is a defense to an action brought under this section that the person suing: (1) has improperly used information obtained through a prior examination of the records or other information of the limited liability company or any other limited liability company, under Section 101.502 ; or (2) was not acting in good faith or for a proper purpose in making the person's request for examination.

Source: https://tcss.legis.texas.gov/resources/BO/htm/BO.101.htm#101.503 (accessed 2026-09-26).