A company member or assignee may inspect and copy qualifying company records if they make a written demand for a proper purpose, and the company must provide certain requested documents without charge.
Sec. 101.502. RIGHT TO EXAMINE RECORDS. (a) Unless otherwise provided by the governing documents of a limited liability company, a member of a limited liability company or an assignee of a membership interest in a limited liability company, on written demand stating a proper purpose, is entitled to examine and copy at a reasonable time at the limited liability company's principal office identified under Section 101.501(c) or another location approved by the limited liability company and the member or assignee, any records of the limited liability company, whether in written or other tangible form, which are reasonably related to and appropriate to examine and copy for that proper purpose. For purposes of this subsection, the records of the limited liability company shall not include e-mails, text messages or similar electronic communications, or information from social media accounts unless the particular e-mail, communication, or social media information effectuates an action by the limited liability company or the company agreement expressly states otherwise. (b) The examination and copying under Subsection (a) may be conducted by the member or assignee or through an agent, accountant, or attorney. An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the member or assignee with respect to the records made available for examination and copying. (c) On written request of a member or an assignee of a membership interest, the limited liability company shall provide to the requesting member or assignee without charge copies of: (1) the company's certificate of formation, including any amendments to or restatements of the certificate of formation; (2) if in writing, the company agreement, including any amendments to or restatements of the company agreement; and (3) any tax returns described by Section 101.501(a)(2). (d) A demand or request made by a member or assignee under Subsection (a) or (c) must be made to: (1) the person who is designated to receive the demand or request in the company agreement at the address designated in the company agreement; or (2) if there is no designation, a manager or managing member at the limited liability company's principal office in the United States. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 41, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 20, eff. May 14, 2025.