My Partner Will Not Share the Books. An LLC Member's Right to Records in Texas

What the statute gives you

Texas does not leave an LLC member's access to the books to goodwill. Three sections of the Business Organizations Code do the work:

• Section 3.151 requires every filing entity, LLCs included, to keep books and records of account, a current record of each owner's name and mailing address, and minutes where the governing documents call for them.
• Section 101.501 adds LLC-specific records the company must keep at its principal office or make available there no later than the fifth day after a member's written request: a current list of each member's percentage or other interest and class; copies of federal, state and local tax returns for the six preceding tax years; the certificate of formation with amendments; the written company agreement with amendments; executed powers of attorney; documents creating classes of members; and a written statement of each member's contributions, when further contributions are due, events that trigger winding up and the date each member joined (unless a written company agreement already states this).
• Section 101.502 gives a member or an assignee of a membership interest, on written demand stating a proper purpose, the right to examine and copy at a reasonable time any company records, in written or other tangible form, that are reasonably related to and appropriate for that purpose. You may send an agent, accountant or attorney to do the examination. The company must also give you, free, copies of the certificate of formation, the written company agreement and the tax returns on written request.

Section 101.054(e) adds the guardrail: the company agreement may not unreasonably restrict a member's or assignee's rights under section 101.502. An agreement can set reasonable procedures. It cannot make the books a secret.

What counts as a proper purpose?

The statute does not define it, so courts apply the ordinary meaning: a purpose reasonably related to your interest as a member. Valuing your interest, confirming that distributions were calculated correctly, checking whether the manager is paying himself or related parties, preparing your own tax return, deciding how to vote, and investigating suspected mismanagement are all purposes a member can state with a straight face. Idle curiosity, harassment, or gathering information to help a competitor you own are not.

State the purpose plainly in the demand and tie each category of records to it. A demand that says 'I want to verify the 2025 distributions and review all related-party payments, so I request the general ledger, bank statements and vendor list for 2024 and 2025' is far harder to refuse than 'send me everything.'

What records are off limits?

Since a 2025 amendment, section 101.502(a) says company records do not include emails, text messages or similar electronic communications, or social media information, unless the particular message effectuates an action by the company or the company agreement expressly says otherwise. So a statutory demand reaches ledgers, statements, contracts, minutes and consents, but generally not the manager's inbox. If you later sue, discovery rules, not section 101.502, decide what messages must be produced.

The records must also be 'reasonably related to and appropriate' for the stated purpose. A request to value your interest supports financial statements and tax returns; it may not support every customer contract the company has signed.

Example

Suppose a dentist owns 30 percent of a Frisco practice-management LLC run by a 70 percent managing member. Distributions stopped in 2025 while the manager bought a second office building through a company he owns alone. The dentist sends a written demand stating two purposes: verifying distributions and investigating related-party transactions. She requests the 2024 and 2025 general ledger, bank statements, the lease and purchase documents for the new building, and the member list. The manager replies that the agreement makes financials 'confidential to management.' That clause cannot override section 101.502; section 101.054(e) forbids unreasonable restrictions. If she has to sue to get the records, section 101.503 makes the company liable for her attorney's fees.

How to make the demand

Section 101.502(d) tells you where it must go: to the person and address the company agreement designates for demands, or, if none, to a manager or managing member at the company's principal office in the United States. Put it in writing. State that you are a member (or assignee), state the proper purpose, list the records with date ranges, propose a reasonable time and place, say whether your accountant or attorney will attend, and ask for the free copies section 101.502(c) requires. Keep proof of delivery. A demand that follows the statute to the letter is the one a judge enforces fastest.

What happens if the company refuses?

You sue to compel the examination, usually in the district court where the company's principal office is. Section 101.503 makes a company that refuses a compliant request liable for any cost or expense, including attorney's fees, incurred in enforcing the right, in addition to any other remedy. The company's only statutory defenses are that you improperly used information from a prior examination or that you were not acting in good faith or for a proper purpose. Courts treat records suits as narrow and fast compared with a full partnership lawsuit, and a records order often reshapes the larger dispute, because it reveals whether there is one.

Refusal also tells you something. A manager with clean books rarely spends money resisting a member who wants to read them. For what to do when the records show money leaving, see what to do when a partner is taking money from the company.

If you are a manager, not only a member

Section 3.152 gives a governing person, which in a manager-managed LLC means a manager, the right to examine the entity's books and records for a purpose reasonably related to that service, and lets a court award attorney's fees when a good-faith demand is refused. A manager's right is broader than a member's because managers need the records to do their job. If you have been frozen out of a company you still help manage, use both sections.

Corporations and partnerships are different

Shareholders of a Texas corporation have a parallel but differently worded right under section 21.218, with a six-month or five-percent ownership threshold, explained in a shareholder's right to inspect corporate records. General partners have access to partnership books under section 152.212 and a right to information under section 152.213, and the partnership agreement may not unreasonably restrict that access.

When to involve a litigator

When the first polite request has been ignored or answered with a clause from the agreement. A litigator drafts the demand so it survives the defenses, calendars the five-day and reasonable-time deadlines, and prepares the petition and fee claim so the company knows what refusal costs. For the larger picture of your options as a frozen-out owner, see shareholder and partnership disputes. Tina Wysk represents owners on both sides of partnership disputes in Dallas state and federal courts.