LLC Member Books, Records, and Information Demands in Virginia

At a glance

Requirements one by one

Records the LLC keeps

Section 13.1-1028(A) gives the company a choice: keep the listed records at its principal office or give each member access to them as electronic records on a network or system. The list includes a current member list, formation and amendment papers, the effective written operating agreement, the three most recent years of tax filings and financial statements, and specified contribution, distribution, and dissolution terms.

Member access and demands

Under § 13.1-1028(B), each member may inspect and copy the listed records on a "reasonable request." A broader demand reaches "true and full information regarding the state of the business and financial condition" and other company affairs, except to the extent the information demanded is unreasonable or otherwise improper. The manager supplies that information; without a manager, the statute points to a member or another person with access to it. Tax-return copies must be provided "promptly after becoming available."

Agreement restrictions

Section 13.1-1028(C) permits a restriction of these information rights in the original written operating agreement or a later written amendment, but requires approval or adoption by all members and compliance with any applicable agreement requirements.

What trips people up

A holder of an assigned economic interest should not assume that assignment itself creates member inspection rights. Section 13.1-1039(A) says an assignment, without the statutory admission exception, does not let the assignee "exercise any rights of a member." Section 13.1-1028(B) grants the access right to members.

Common questions

Must a request use a particular form? Section 13.1-1028(B) calls for a reasonable request to inspect the listed records and a reasonable demand for other information; it does not prescribe a form.

Can a member demand any company document? The listed records are inspectable on reasonable request. Other information is subject to the separate reasonable-demand rule and the statute's unreasonable-or-improper limit (§ 13.1-1028(B)).

Does a refusal trigger a special court timetable? Section 13.1-1028 states the member's rights but does not set a special response or court timetable. The merits of a disputed request require its facts and the written agreement.

Statutes and sources

Va. Code § 13.1-1028

A. Each limited liability company shall, at its discretion, either (i) keep at its principal office or (ii) provide each member access as an electronic record, as defined in § 13.1-603, on a network or system to the following: 1. A current list of the full name and last known business address of each member, in alphabetical order; 2. A copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto; 3. Copies of the limited liability company's federal, state and local income tax returns and reports, if any, for the three most recent years; 4. Copies of any then-effective written operating agreement and of any financial statements of the limited liability company for the three most recent years; and 5. Unless contained in a written operating agreement, a writing setting out: a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute; b. The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; c. Any right of a member to receive, or of the limited liability company to make, distributions to a member which include a return of all or any part of the member's contribution; and d. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up. B. Each member has the right, upon reasonable request, to: 1. Inspect and copy any of the limited liability company records required to be maintained by this section; and 2. Obtain from the manager or managers, or if the limited liability company has no manager or managers, from any member or other person with access to such information, from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited liability company, (ii) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company, except to the extent the information demanded is unreasonable or otherwise improper under the circumstances. C. Notwithstanding the provisions of subsections A and B, the rights of a member to obtain information as provided in such subsections may be restricted in writing in an original operating agreement or any subsequent written amendment to an operating agreement approved or adopted by all of the members and in compliance with any applicable requirements of the operating agreement.

Source: https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1028/ (accessed 2026-09-26).

Va. Code § 13.1-1039

A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company is assignable in whole or in part. An assignment of an interest in a limited liability company does not of itself dissolve the limited liability company. Except as provided in subsection A of § 13.1-1040, an assignment does not entitle the assignee to participate in the management and affairs of the limited liability company or to become or to exercise any rights of a member. Unless otherwise provided in the articles of organization or an operating agreement, such an assignment entitles the assignee to receive, to the extent assigned, only any share of profits and losses and distributions to which the assignor would be entitled.

Source: https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1039/ (accessed 2026-09-26).