My LLC Co-Owner Won’t Show Me the Books. Can I Force Access in California?

Two different rights are easy to confuse. Under Corporations Code § 17704.10(a), on request and for purposes reasonably related to the requester’s interest as a member or transferee, the company must promptly deliver copies of specified maintained information—member and manager lists, tax or information returns, and any written operating agreement—at the company’s expense. Separately, § 17704.10(b) gives each member, manager, and transferee the right, on reasonable request for a proper purpose, to inspect and copy during normal business hours the records the company must maintain, and to obtain copies of annual tax returns promptly after they become available. ¹

Inspection rights and delivery obligations are not the same thing. The statute specifies what must be delivered and what must be open to inspection; it does not promise unrestricted access to bank accounts, software credentials, personal records, or every document the company possesses.

Section 17701.13(d) lists what a California LLC must maintain: a current alphabetical list of members and transferees with their contributions and shares in profits and losses; a manager list if the company is manager-managed; the articles of organization and amendments; federal, state, and local income tax or information returns, if any, for the six most recent fiscal years; the written operating agreement, if any, and amendments; financial statements, if any, for the six most recent fiscal years; and books and records relating to internal affairs for at least the current and past four fiscal years. ²

The repeated “if any” matters. The statute requires keeping these records where they exist; it does not require the company to create financial statements or returns that do not exist.

No. The statutory standard is a reasonable request for a purpose reasonably related to the requester’s interest as a member. A member seeking to understand the value of an investment, the handling of a distribution, or the company’s finances is ordinarily articulating that kind of purpose. A proper inspection request does not require first proving wrongdoing.

A focused written demand is a practical documentation step, not a universal statutory form requirement. Identify your legal interest in the company, the categories of records requested, the business purpose, and any prior communications. A clear, dated request makes the company’s response—or nonresponse—easier to evaluate later.

Under § 17704.10(f), a court of competent jurisdiction may enforce the duty to make and deliver the information and financial statements the section requires. Under subdivision (g), if the court finds the company’s failure to comply was without justification, it may—but is not required to—award the person who brought the action reasonable expenses, including attorney fees. Under subdivision (h), a waiver of the section’s rights is unenforceable. ³

None of this guarantees disclosure or fee recovery. Confidentiality is neither an automatic bar nor irrelevant: trade-secret protection, for example, can justify limits such as redaction. The separate reporting framework of § 17704.10(c)—annual reports and interim statements for LLCs with more than 35 members—should not be confused with the generally applicable inspection rights discussed above. These rules address California LLCs; entities formed elsewhere may be governed by different law.

In Perry v. Stuart (2025) 111 Cal.App.5th 472, members of a manager-managed LLC sought a writ of mandate compelling inspection of company records. The Court of Appeal upheld the trial court’s finding that the request served a proper purpose, and it upheld redaction of the particular membership list based on proven trade-secret protection—while rejecting broader redactions unsupported by the evidence. ⁴

The court also required the company to provide its financial statements accompanied by the applicable independent accountant’s report or, if none, the manager’s certificate that the statements were prepared without audit—without requiring a new audit. It recognized standing to enforce a request made while the requester was still a member, even though a redemption later occurred; that does not mean every former member has unlimited rights. Finally, it agreed the members were entitled to attorney fees under subdivision (g) but reversed the reduced fee award and remanded for reconsideration with a fuller explanation. ⁴

Review the operating agreement and your ownership records, make a specific written request tied to your member interest, and keep the company’s responses. If access is denied, the next step is evaluating the statutory categories, any confidentiality claims, and the costs of court enforcement. Mahrouyan Law’s Business Litigation and Startup & Business Transactions practices address ownership and governance disputes of this kind.