LLC Member Books, Records, and Information Demands in Wyoming
At a glance
| Governing law and requester | Wyo. Stat. § 17-29-410 distinguishes member-managed members, manager-managed managers/members, dissociated members, agents/legal representatives and transferees. |
|---|---|
| Records the LLC keeps | Section 17-29-410(a)(i) covers maintained records about activities, finances and circumstances material to member rights/duties; it does not list mandatory retained categories or a fixed recordkeeping office. |
| Member access without demand | Member-managed member may inspect maintained material records on reasonable notice and obtain known material and other qualifying company information on demand; manager-managed member receives material pre-consent information upon demand (§ 17-29-410(a), (b)(iv)). |
| Demand and inspection terms | Member-managed inspection uses reasonable notice, business hours and reasonable company location; manager-managed member demand in record received by LLC particularizes information/purpose, with material membership purpose and direct connection (§ 17-29-410(a)(i), (b)(ii)). |
| Managers and former members | Manager-managed managers receive subsection (a) rights/duty; dissociated member may seek membership-period information on ten-day good-faith demand in a record satisfying (b)(ii); agent/legal representative may act; transferee excluded (§ 17-29-410(b)(i), (c), (e)–(f)). |
| Response, copies and cost | LLC must respond in a record within ten days of manager-managed demand, stating what, when, where and refusal reasons; dissociated demand receives same response. Copying charges limited to reasonable labor/material (§ 17-29-410(b)(iii), (c)–(d)). |
| Confidentiality and agreement | LLC may impose reasonable access/use and confidentiality conditions, bearing burden on disputed reasonableness; agreement cannot unreasonably restrict § 17-29-410 rights (§§ 17-29-410(g), 17-29-110(c)(vi)). |
| Court enforcement | Section 17-29-410(g) places disputed restriction-reasonableness burden on LLC; § 17-29-410 states no special inspection petition period, summary order or fee award. |
| Scope and outcome limits | Materiality, direct connection and reasonable conditions under § 17-29-410 depend on facts; this page decides no discovery, valuation or specific demand outcome. |
Requirements one by one
Member-managed inspection and demands
Under Wyo. Stat. § 17-29-410(a)(i), a member may inspect and copy maintained records material to member rights and duties on reasonable notice, during regular hours at a reasonable company location. For other information, subsection (a)(ii) uses “On demand” for both known material information and other company information. The latter can be denied if the demand or information is unreasonable or otherwise improper. Members who know qualifying information share the furnishing duty (§ 17-29-410(a)(iii)).
Manager-managed and former-member demands
In a manager-managed LLC, managers receive the subsection (a) rights and duty. A member seeks information that is just and reasonable by a demand in a record received by the company, particularizing the information and purpose; the purpose must be material to membership and directly connected to the information (§ 17-29-410(b)(ii)). The LLC must respond in a record within ten days with what it will provide, when and where, and reasons for declining any part (§ 17-29-410(b)(iii)). This response rule does not make ten days the deadline to produce every record. Known material information for a member’s consent decision is supplied upon demand before consent is given or withheld (§ 17-29-410(b)(iv)).
A dissociated member may seek information from the membership period on a ten-day demand in a record, in good faith and subject to subsection (b)(ii)'s conditions. The same response rule applies (§ 17-29-410(c)). A member or dissociated member may act through an agent or qualifying legal representative; the rights do not extend to a person as transferee (§ 17-29-410(e)–(f)).
Copies and conditions
Copying costs are limited to reasonable labor and material (§ 17-29-410(d)). The LLC may impose reasonable confidentiality and use conditions and bears the burden of proving a disputed condition reasonable (§ 17-29-410(g)). The operating agreement cannot unreasonably restrict those rights (§ 17-29-110(c)(vi)).
Common questions
Does the LLC have to volunteer all known material information? Section 17-29-410(a)(ii)(A) expressly says “On demand.” The manager-managed pre-consent rule in subsection (b)(iv) also says “upon demand.”
Does the ten-day response period require delivery of every item within ten days? Subsection (b)(iii) requires a response stating when and where information will be provided.
Statutes and sources
- Wyo. Stat. § 17-29-110(c)(vi) — operating-agreement limit. Official Wyoming Statutes, accessed September 26, 2026.
- Wyo. Stat. § 17-29-410 — access, demands, copying and conditions. Official Wyoming Statutes, accessed September 26, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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