LLC Member Books, Records, and Information Demands in West Virginia
At a glance
| Governing law and requester | West Virginia Uniform LLC Act § 31B-4-408 covers members, former members and agents/attorneys; member information also goes to deceased/disabled member’s legal representative. Nonmember transferee lacks access (§§ 31B-4-408(a)–(b), 31B-5-503(d)). |
|---|---|
| Records the LLC keeps | § 31B-4-408(a) addresses LLC records, if any, available at principal office or another reasonable agreement-specified location; it states no separate retained-record category or period. |
| Member access without demand | LLC furnishes member and specified legal representative, without demand, business/affairs information reasonably needed for member rights and duties; other reasonable information on demand (§ 31B-4-408(b)). |
| Demand and inspection terms | Members/agents/attorneys inspect and copy during ordinary hours at principal office or reasonable agreement location; former members need proper purpose and records from membership period. Written demand is specified for a copy of a written operating agreement (§ 31B-4-408(a), (c)). |
| Managers and former members | Former member and agent/attorney get proper-purpose access to membership-period records; deceased/disabled member’s legal representative gets member information. § 31B-4-408 states no independent manager route; nonmember transferee has no access (§§ 31B-4-408, 31B-5-503(d)). |
| Response, copies and cost | Copying during ordinary hours; reasonable charge limited to labor/material. Written operating-agreement copy on member’s written demand at LLC expense (§ 31B-4-408(a), (c)). |
| Confidentiality and agreement | Operating agreement may regulate access locations and member/manager/company relations, but cannot unreasonably restrict § 31B-4-408 information or records access (§§ 31B-4-408(a), 31B-1-103(a)–(b)(1)). |
| Court enforcement | § 31B-4-408 grants access and information rights but states no special petition period, burden allocation or fee award for refusal. |
| Scope and outcome limits | Former-member proper purpose, request reasonableness and agreement location under § 31B-4-408 depend on facts; no discovery, valuation or specific entitlement decided. |
Requirements one by one
Record access and location
W. Va. Code § 31B-4-408(a) directs an LLC to provide members and their agents and attorneys access to its records, if any, at the principal office or another reasonable place specified in the operating agreement. Access means an opportunity to inspect and copy during ordinary business hours. A former member and that person’s agent or attorney may inspect records from the membership period for a proper purpose. The section identifies available records rather than imposing a list of records the LLC must retain.
Information furnished and special agreement copy
Under § 31B-4-408(b), the LLC must furnish a member, or a legal representative of a deceased or legally disabled member, information reasonably needed to exercise member rights and perform member duties without demand. Other business or affairs information follows a demand, subject to unreasonable or otherwise improper requests. A member who gives a written demand receives a copy of any written operating agreement at company expense under subsection (c).
Cost and agreement control
The LLC may charge for record copies, but only a reasonable amount limited to labor and material costs (§ 31B-4-408(a)). Section 31B-1-103 allows an operating agreement to regulate company relations and access location, but prohibits an unreasonable restriction on § 31B-4-408 information or records rights. A transferee who has not become a member lacks access under § 31B-5-503(d); § 31B-4-408(a) expressly preserves the stated former-member route.
Common questions
What if the operating agreement is oral? § 31B-1-103(a) permits an agreement that is not written. The copy-at-company-expense rule in § 31B-4-408(c) applies to a written operating agreement, if one exists.
Does managing the LLC alone create this member information right? Section 31B-4-408 names members and their representatives. A manager who is also a member can use the member route; this section does not state an independent manager route.
Statutes and sources
- W. Va. Code § 31B-1-103 — agreement control and access limit. Official West Virginia Code, accessed September 26, 2026.
- W. Va. Code § 31B-4-408 — records, information and copies. Official West Virginia Code, accessed September 26, 2026.
- W. Va. Code § 31B-5-503 — nonmember transferee access. Official West Virginia Code, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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