LLC Member Books, Records, and Information Demands in Vermont
At a glance
| Governing law and requester | 11 V.S.A. § 4058 covers ordinary domestic LLC member, manager, dissociated-member, agent and transferee access; management form changes rights (§ 4058(a), (b), (f)–(g)). |
|---|---|
| Records the LLC keeps | Section 4058 does not enumerate a general retained-record list or office; records may be nonwritten if convertible to writing within reasonable time or a prescribed electronic form (§ 4058(d), (i)). |
| Member access without demand | Member-managed member may demand information reasonably needed to exercise rights/duties and other business information, subject to propriety limits (§ 4058(a)). |
| Demand and inspection terms | All § 4058 demands must be written, in good faith, for proper purpose, and reasonably particular about purpose and material; manager-managed member demand must be in a record received by LLC, with direct purpose connection; inspection during business hours at reasonable company site (§ 4058(b)(2), (e)). |
| Managers and former members | Manager-managed managers receive § 4058(a)(1) information right, not its (a)(2) right; dissociated persons may exercise § 4058 rights through agents and demands concern their membership period; transferees generally excluded except dissolution accounting (§ 4058(a), (b)(1), (f)–(g)). |
| Response, copies and cost | Section 4058 specifies no fixed acknowledgment or production deadline; copying charge limited to reasonable labor and material costs (§ 4058(c)). |
| Confidentiality and agreement | Managers may withhold qualifying secrets or information in good-faith company interest; LLC may impose reasonable access/use conditions, bearing reasonableness burden; agreement cannot unreasonably restrict rights (§§ 4058(b)(3), (h), 4003(b)(6)). |
| Court enforcement | Section 4058(h)(2) places burden on LLC when reasonableness of access/use condition is disputed; § 4058 sets no special inspection petition period or fee award. |
| Scope and outcome limits | Statutory access depends on purpose, nexus and reasonable restrictions (§ 4058); this page does not decide a contested purpose, discovery dispute, valuation or specific entitlement. |
Requirements one by one
Demand and management form
In a member-managed LLC, § 4058(a) gives a member information rights on reasonable demand for a purpose reasonably related to membership. Its words include information “reasonably required for the proper exercise of the member’s rights and duties” and other company information unless the demand or information is unreasonable or otherwise improper. In a manager-managed LLC, managers receive the narrower subsection (a)(1) right; a member may inspect and copy information that is just and reasonable on the conditions of § 4058(b)(2).
Written request and copying
Section 4058(e) requires any demand under the section to be in writing, made in good faith for a proper purpose, and reasonably particular about the purpose and desired records or information. A manager-managed member also must send a demand in a record received by the company and show a direct connection between the requested information and the purpose (§ 4058(b)(2)(B)–(C)). The company may charge for copies only the reasonable labor and material costs (§ 4058(c)).
Former members, representatives and confidentiality
The member-managed right covers the period when the requester was a member (§ 4058(a)); § 4058(f) expressly allows a person dissociated as a member to exercise rights through an agent. For a deceased member, the legal representative may use the deceased member’s § 4058 rights to settle the estate (§ 4075). A transferee alone generally lacks § 4058 rights, apart from an account of company transactions from dissolution (§ 4058(g)).
Managers may keep qualifying secrets and other information from nonmanager members for a period they deem reasonable under § 4058(b)(3). The company may impose reasonable confidentiality and use conditions, but bears the burden of proving a disputed restriction reasonable (§ 4058(h)). The operating agreement may not unreasonably restrict the statutory rights (§ 4003(b)(6)).
Common questions
Does § 4058 require an answer within 10 days? It states no fixed response period. A demand must satisfy its written, good-faith, purpose and particularity conditions.
Can the company keep records electronically? Section 4058(d) permits a nonwritten form if it can be converted to writing within a reasonable time or to an electronic form prescribed by the Secretary of State.
Statutes and sources
- 11 V.S.A. § 4003(b)(6) — agreement limits. Official Vermont Statutes, accessed September 26, 2026.
- 11 V.S.A. § 4058 — information rights and demands. Official Vermont Statutes, accessed September 26, 2026.
- 11 V.S.A. § 4075 — deceased member representative. Official Vermont Statutes, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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