LLC Member Books, Records, and Information Demands in Utah
At a glance
| Governing law and requester | Utah Revised Uniform LLC Act § 16-20-410; separate member-managed, manager-managed, and dissociated-person routes; transferee alone excluded (§ 16-20-410(1)-(3), (7)) |
|---|---|
| Records the LLC keeps | § 16-20-410 concerns records the LLC maintains and material information, without enumerating a general retained-record list; inspection is at a reasonable company-selected place during regular hours (§ 16-20-410(1)-(2)) |
| Member access without demand | Member-managed: material maintained records on reasonable notice, material information without demand, other information on demand. Manager-managed: managers take those rights; members receive material preconsent information without demand (§ 16-20-410(1)-(2)) |
| Demand and inspection terms | Manager-managed member: record demand describing information and purpose with reasonable particularity, related member purpose, direct connection; regular hours at reasonable LLC-selected place. Member-managed inspection uses reasonable notice (§ 16-20-410(1)(a), (2)(b)) |
| Managers and former members | Manager-managed managers take subsection (1) rights; dissociated person may demand former-period information in good faith on 10 days' recorded notice and satisfying subsection (2)(b). Agents/representatives allowed; transferee alone excluded (§ 16-20-410(2)-(7)) |
| Response, copies and cost | LLC has 10 days to answer qualifying manager-managed and former-member demands in a record, stating what/when/where and refusal reasons; production date separate. Copy charge limited to reasonable labor/material (§ 16-20-410(2)(c), (4)-(5)) |
| Confidentiality and agreement | Reasonable ordinary-course confidentiality/use conditions permitted; LLC bears reasonableness burden. Agreement may reasonably limit availability/use but cannot unreasonably restrict § 16-20-410 rights (§§ 16-20-107(3)(h), -410(9)) |
| Court enforcement | Member direct action can enforce a personal right if actual/threatened distinct injury is pleaded and proved (§ 16-20-801); § 16-20-410 states no special summary-inspection or automatic-fee procedure |
| Scope and outcome limits | Materiality, related purpose, good faith, and just-and-reasonable access depend on facts (§ 16-20-410); no discovery, valuation, or particular-demand outcome decided |
Requirements one by one
Member-managed access
Under Utah Code § 16-20-410(1), a member can inspect maintained records material to the member's rights and duties on reasonable notice, during regular hours and at a reasonable place selected by the LLC. The company must volunteer material information it knows unless it reasonably believes the member already knows it. Other company information can be demanded unless the demand or information is unreasonable or improper. Members who know material information share the furnishing duty.
Manager-managed demands
Managers take those ordinary information rights and duties. A member's broader demand under § 16-20-410(2)(b) must be received in a record, describe the information and purpose with reasonable particularity, and connect the information directly to a purpose related to the membership interest. Before a member gives or withholds consent to a matter, the company must give known material decision information without a demand.
Former members, timing, and copies
§ 16-20-410(3)-(5) permits a dissociated person to demand information from the period of membership in good faith, on ten days' recorded demand and the member demand's purpose and particularity terms. For that route and for a manager-managed member's demand, the company must answer in a record within ten days of receipt, stating what it will provide, when and where, and reasons for any refusal. The statute does not make that a universal ten-day delivery deadline. Reasonable copying charges are limited to labor and material.
Confidentiality and enforcement
The company may impose reasonable ordinary-course confidentiality and safeguarding conditions, but it bears the burden of proving reasonableness in a dispute under § 16-20-410(9). § 16-20-107(3)(h) bars an operating agreement from unreasonably restricting the information rights while allowing reasonable use and availability limits. A member may enforce a personal right by direct action under § 16-20-801, subject to pleading and proving a distinct actual or threatened injury; § 16-20-410 does not create a special summary procedure or automatic fee award.
What trips people up
The October 1, 2026 recodification is effective. Enacted S.B. 40 moved the information rule to § 16-20-410. Its updated wording and cross-references retain the access structure described here. 2026 S.B. 40 § 262; 2026 S.B. 40 § 297.
Common questions
Can a transferee alone inspect under this rule? No. Section 16-20-410(7) says these rights do not extend to a person solely as a transferee. A member or dissociated person may act through an agent under subsection (6).
Does the LLC have to keep a named list of records at a fixed office? Section 16-20-410 speaks of records the company maintains and information it knows; it does not itself enumerate a general retention list. It instead sets a reasonable, company-selected inspection location.
Statutes and sources
- Utah Code §§ 16-20-107, -410, and -801; 2026 Utah Laws ch. 93 § 297. Agreement limits, information rights, direct action, and the effective date. Official enrolled S.B. 40, accessed October 1, 2026. Brackets in the enrolled act mark deleted language; unbracketed replacements govern.
Source links
Every statute quoted above, linked, with the date we checked it.
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