What a member can demand to see, and the ten-day clock it starts

By David J.S. Madgett

Minnesota attorney, license no. 390494 · Published August 7, 2026

Every closely held business dispute reaches the same moment: one owner stops trusting the numbers and asks to see the books. What happens next is governed by Minn. Stat. § 322C.0410, and the answer depends on how the company is managed.

In a member-managed LLC

The right is broad. Members may inspect records on reasonable notice, and the company must furnish material information about the company’s activities, financial condition, and other circumstances without demand — plus other information on demand.

Read the “without demand” part carefully. In a member-managed company the obligation is affirmative. Material information is supposed to flow to members whether or not anyone asks, and a manager sitting on bad news until someone thinks to inquire is not complying.

In a manager-managed LLC

Here the right is conditioned. A member may obtain information if:

(i) the member seeks the information for a purpose material to the member’s interest as a member; (ii) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (iii) the information sought is directly connected to the member’s purpose.

Three conditions, all of which have to hold. Purpose, written demand with reasonable particularity, and a direct connection between the two.

This is a meaningful gate. A demand that says “send me everything” states no purpose and describes nothing with particularity. A demand that says “I am evaluating whether to consent to the proposed sale of the Duluth property, and I need the last three years of financial statements, the appraisal, and the purchase agreement” satisfies all three.

If you are the member asking, the drafting of the demand determines whether you get anything. If you are the manager receiving one, the same drafting determines what you actually owe.

The ten-day clock

The response deadline is short and specific:

Within ten days after receiving a demand … the company shall in a record inform the member … of the information that the company will provide in response to the demand and when and where the company will provide the information.

Note what is due in ten days: not the documents, but a written response identifying what will be provided and when and where. Silence is not an option, and neither is a phone call — the statute says “in a record.”

Ten days is easy to blow through while deciding what to do, and a missed deadline converts an ordinary disagreement into a documented statutory failure. When a demand arrives, calendar the tenth day immediately.

The operating agreement cannot take this away

This is one of the provisions chapter 322C protects. Under § 322C.0110, subd. 3, an operating agreement may not unreasonably restrict the duties and rights in § 322C.0410.

So you can shape the mechanics — notice periods, confidentiality undertakings, copying costs, reasonable times and places, protection of genuine trade secrets. You cannot draft the right out of existence. A clause purporting to eliminate member access is unenforceable to that extent.

Why this matters more than it looks

Information rights are the early-warning system for everything else. A member who cannot see the books cannot tell whether distributions are being withheld unfairly, whether the manager is paying themselves through salary instead of distributions, or whether opportunities are being diverted elsewhere. Those are the fact patterns behind judicial dissolution for oppressive conduct.

Note too what happens on the way out: a member who dissociates becomes a transferee with no information rights at all. The right described here belongs to members. It does not survive their departure.

Practical guidance

If you run the company:

• Keep clean records. The statute assumes information exists in a form that can be produced.
• Respond in writing within ten days, always, even if the answer is “here is what we will provide and here is what we dispute.”
• Do not stonewall. Refusing access is itself among the strongest facts in an oppression case, and it converts a records dispute into something much larger.

If you are the member asking:

• Put it in writing, state a purpose tied to your interest as a member, and describe what you want specifically.
• Ask for documents, not conclusions — financial statements, bank statements, the general ledger, specific contracts.
• Diary the tenth day.

In the operating agreement: set the mechanics in advance — how demands are delivered, what confidentiality applies, who pays copying costs. Doing it before anyone is angry produces a far more sensible process than negotiating it mid-dispute, and it stays well clear of the unreasonable-restriction line.