LLC Member Books, Records, and Information Demands in Washington
At a glance
| Governing law and requester | Washington LLC Act; separate member, dissociated-member, manager, representative, and transferee rules (RCW 25.15.136) |
|---|---|
| Records the LLC keeps | Principal office: formation/agreement papers, contributions, 3 years’ taxes/financials/votes, 3 annual reports, merger/conversion and dissolution filings (RCW 25.15.136(1)) |
| Member access without demand | No automatic delivery in § 25.15.136; member may inspect/copy core records without stated purpose on 10 days’ recorded demand; additional records require qualified demand (RCW 25.15.136(2)-(4)) |
| Demand and inspection terms | Core: 10-day recorded demand, principal office/business hours; extra lists, meeting excerpts, accounting: member-related purpose, recorded particularized demand, direct connection, reasonable company-chosen location (RCW 25.15.136(2)-(4)) |
| Managers and former members | Manager inspects core and management-related records without purpose; former member has good-faith, former-period, purpose-tested core-record access; representatives have specified rights; transferee alone excluded (RCW 25.15.136(6), (10)-(12)) |
| Response, copies and cost | 10-day recorded answer for purpose-tested member/former-member demand states what, when, where, and refusal reasons; delivery date separate; copy charges limited to reasonable labor/material (RCW 25.15.136(5), (7), (9)) |
| Confidentiality and agreement | Core records may be redacted for protected list/meeting/accounting data absent qualified demand; reasonable use restrictions allowed; agreement cannot vary core records or unreasonably restrict access (RCW 25.15.136(2), (8); 25.15.018(3)(g)) |
| Court enforcement | Action to enforce § 25.15.136 rights must be in superior court; section states no special fee award, burden allocation, or summary process (RCW 25.15.136(13)) |
| Scope and outcome limits | Statutory access and demand rules only; particular purpose, record, redaction, valuation, discovery, and court outcome remain fact-specific (RCW 25.15.136(2)-(4), (13)) |
Requirements one by one
Records the LLC keeps
The principal-office list in RCW 25.15.136(1) reaches company formation and agreement papers, contribution and distribution terms, recent tax filings and financial statements, votes or consents, annual reports, merger or conversion filings, and dissolution or revocation papers. It specifies three recent years for taxes, financial statements, and vote/consent records; the three most recent annual reports are also listed.
Member access and demand terms
The first tier covers subsection (1) records: a member can inspect and copy them after a demand "on ten days'" notice made in a record, without stating a particular purpose (RCW 25.15.136(2)). The second tier covers current and past member/manager lists, meeting excerpts and action records, and accounting records. For that tier, subsection (4) requires a member-related purpose, a recorded demand describing the records and purpose with reasonable particularity, and a direct connection between them.
Manager and former-member rights
A manager may inspect subsection (1) records and other records related to company activities, finances, or management without a particular purpose (RCW 25.15.136(12)). A person dissociated as a member has a narrower route to subsection (1) records from the person's member or transferee period: the person must act in good faith and meet the purpose, particularity, and connection requirements in subsection (4) (RCW 25.15.136(6)).
Agreement and use restrictions
The LLC may impose reasonable restrictions on use of obtained records or information (RCW 25.15.136(8)). The agreement cannot "vary the records required" by subsection (1) or "unreasonably restrict" the access right (RCW 25.15.018(3)(g)).
What trips people up
The ten-day answer rule for a qualified demand is a deadline to identify what will be supplied, when and where, and why anything is refused. RCW 25.15.136(5) does not make it a universal ten-day production deadline. A former member's demand gets the same answer procedure under subsection (7).
The LLC may supply redacted copies of the core records to protect information from the qualified-demand tier, unless the member satisfies that tier's requirements (RCW 25.15.136(2)-(4)). A transferee alone does not acquire these statutory access rights under subsection (11).
Common questions
Can an attorney inspect for a member or former member? Yes. RCW 25.15.136(10) allows either to use an attorney or other agent, and applies any company or agreement restriction to both people.
Can a deceased member's representative inspect? Subsection (11) lets the deceased member's personal representative exercise the specified member inspection rights for settling the estate. It also specifies a route for the legal representative of an individual under legal disability who is dissociated as a member.
Statutes and sources
Wash. Rev. Code § 25.15.136
(1) A limited liability company must keep at its principal office the following: (a) A copy of its certificate of formation and all amendments thereto; (b) A copy of any limited liability company agreement made in a record and any amendments made in a record to a limited liability company agreement; (c) Unless contained in its certificate of formation, a statement in a record of: (i) The amount of cash and a description and statement of the agreed value of the other benefits contributed and agreed to be contributed by each member; (ii) 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; (iii) Any right of any member to receive distributions which include a return of all or any part of the member's contribution; and (iv) Any events upon the happening of which the limited liability company is to be dissolved and its activities wound up; (d) A copy of the limited liability company's federal, state, and local tax returns and reports, if any, for the three most recent years; (e) A copy of any financial statements of the limited liability company for the three most recent years; (f) A copy of any record made by the limited liability company during the past three years of any consent given by or vote taken of any member pursuant to this chapter or the limited liability company agreement; (g) A copy of the three most recent annual reports delivered by the limited liability company to the secretary of state pursuant to RCW 25.15.106; (h) A copy of any filed articles of conversion or merger; and (i) A copy of any certificate of dissolution or certificate of revocation of dissolution. (2) On ten days' demand, made in a record received by the limited liability company, a member may inspect and copy, during regular business hours at the limited liability company's principal office, the records required by subsection (1) of this section to be kept by a limited liability company. The member need not have any particular purpose for seeking the records. However, if the records contain information specified in subsection (3)(a) of this section, the limited liability company may substitute copies of the records that are redacted to protect information specified in subsection (3)(a) of this section, unless the member meets the requirements of subsection (4) of this section. (3) During regular business hours and at a reasonable location specified by the limited liability company, a member may inspect and copy the following records of the limited liability company if the member meets the requirements of subsection (4) of this section: (a) A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any; (b) Excerpts from any meeting of the managers or members, and records of limited liability company action approved by the members or manager without a meeting; and (c) Accounting records of the limited liability company. (4) A member may inspect and copy the records described in subsection (3) of this section if: (a) The member seeks the records for a purpose reasonably related to the member's interest in the limited liability company; (b) The member makes a demand in a record received by the limited liability company, describing with reasonable particularity the records sought and the purpose for seeking the records; and (c) The records sought are directly connected to the member's purpose. (5) Within ten days after receiving a demand pursuant to subsection (4) of this section, the limited liability company in a record must inform the member that made the demand: (a) What records the limited liability company will provide in response to the demand; (b) When and where the limited liability company will provide the records; and (c) If the limited liability company declines to provide any demanded records, the limited liability company's reasons for declining. (6) A person dissociated as a member may inspect and copy the records required by subsection (1) of this section during regular business hours in the limited liability company's principal office if: (a) The records pertain to the period during which the person was a member or transferee; (b) The person seeks the records in good faith; and (c) The person meets the requirements of subsection (4) of this section. (7) The limited liability company must respond to a demand made pursuant to subsection (6) of this section in the same manner as provided in subsection (5) of this section. (8) The limited liability company may impose reasonable restrictions on the use of records and information obtained under this section. (9) A limited liability company may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (10) A member, or a person dissociated as a member, may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (8) of this section or by the limited liability company agreement applies both to the attorney or other agent and to the member or person dissociated as a member. (11) The rights stated in this section do not extend to a person as transferee, but the rights under subsections (2) and (3) of this section may be exercised by a deceased member's personal representative for purposes of settling the estate, or by the legal representative of an individual under legal disability who is dissociated as a member pursuant to RCW 25.15.131(1)(f). (12) Each manager, or each member of the manager if the manager is a board, committee, or other group of persons, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) At the limited liability company's principal office, the records required by subsection (1) of this section; and (b) At a reasonable location specified by the limited liability company, any other records maintained by the limited liability company regarding the limited liability company's activities and financial condition, or that otherwise relate to the management of the limited liability company. (13) Any action to enforce any right arising under this section must be brought in the superior courts.
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.136 (accessed 2026-09-26).
Wash. Rev. Code § 25.15.018
(g) Vary the records required under RCW 25.15.136(1) or unreasonably restrict the right to records or information under RCW 25.15.136;
Source: https://app.leg.wa.gov/RCW/default.aspx?cite=25.15.018 (accessed 2026-09-26).
Source links
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