You do not have to sue to see the company’s books. An owner’s right to the records exists by statute and is triggered by a written demand. The company agreement can limit that right but cannot unreasonably restrict it, and the fight over whether to produce usually tells you more than the records do.
The right exists whether or not your agreement mentions it
A member of a Texas limited liability company may examine and copy the company’s records on written demand stating a proper purpose. The company must keep, and must furnish on request without charge, its certificate of formation, its written company agreement with every amendment, and its tax returns for the six most recent years. Beyond those, the member may examine any record reasonably related to the stated purpose. The statute was amended in 2023 to require a written demand stating a proper purpose and to reach any records reasonably related to it; it reaches records the company keeps, not reports it would have to create. It was amended again in 2025 to make the right subject to the company’s governing documents and to exclude emails, texts, and social-media content unless they carry out a company action or the agreement provides otherwise.
Shareholders in a corporation have a parallel right with thresholds: a written demand stating a proper purpose, by a holder for at least six months or of at least five percent of the shares. Limited partners have access to the partnership’s records. Partners in a general partnership have access that does not turn on purpose. A member or manager who serves as a governing person has a separate right to the records needed for that role. An assignee of a membership interest, who holds the economic rights without membership, has the same statutory access as a member.
What the demand has to say
The demand is a litigation document and should be written as one. It is in writing, which includes email. It is directed to the company. It states the purpose, and a concern about distributions, related-party payments, or the accuracy of the financial statements is a proper purpose; a member does not have to prove wrongdoing to be entitled to look. It identifies the records: bank statements for every account, the general ledger, tax returns and K-1s, distribution and payroll records, loan and related-party agreements, and the financial statements given to lenders or taxing authorities. It sets a reasonable date and offers to inspect at the company’s office or to receive copies at the member’s expense. It goes to the person the company agreement designates to receive it or, if the agreement names no one, to a manager or managing member at the company’s principal office, so receipt is not in dispute.
What the demand should not ask for is a summary. A profit-and-loss report prepared by the person you suspect is not a record of what happened. The statements and the canceled checks are.
The deadline the company is on, and the clocks you are on
The LLC statute does not set a day count for the company’s response. It does require certain basic records, including six years of tax returns, the certificate of formation, and a written company agreement, to be available within five days of a written request. It also makes a company that refuses a proper demand liable for the member’s costs, including attorney’s fees, of enforcing the right. The response is itself evidence. A manager with nothing to hide produces statements. A manager who produces a summary, imposes conditions, or demands a release first has told you where to look. Delay alone is not a refusal; a company that agrees to produce and eventually does has not refused.
Meanwhile the member’s own clocks run. Claims for breach of fiduciary duty and for fraud carry four-year limitations periods. The discovery rule can defer the start where the wrong was inherently undiscoverable, and fraudulent concealment can defer it where the wrongdoer hid it, but neither is reliable, and a company that stalls for a year has consumed a quarter of the period. Make the demand early, document the refusal, and treat the date of the first refusal as a date the clock may be running from.
What the records show, and who sues
Records in these cases show the same things: distributions to the controlling owner without matching distributions to the others; salaries and bonuses never approved; payments to entities the manager also owns; personal expenses run through the company; receivables diverted to a new company. The question that follows is whose claim it is. Harm to the company, such as diverted revenue, belongs to the company, and a member sues on its behalf; in a closely held company the court may let the member recover directly where justice requires. Harm to the member alone, such as a distribution withheld from that member only, is the member’s own claim. The records answer which.
When the refusal becomes the case, the same facts support a fiduciary claim against a managing member, a fraud claim where the manager took money without telling the others, an accounting, and, where the manager will not stop, a receiver over the company.
What we do
We start with the demand and with the bank statements, not with the lawsuit. The statements are reconstructed into a ledger of every transfer in and out, by payee, before anyone is deposed. That reconstruction turns a dispute about summaries into a case about specific transfers. Where the manager is also the bookkeeper, it is the only independent record of the company that exists. The fiduciary-litigation page describes the firm’s work for minority owners, and for companies and managers responding to these claims.
Questions we are asked
He says the company agreement makes him the only one who can see the financials.
The agreement can reasonably limit access. It cannot unreasonably restrict it, and it cannot override the statutory right to the formation documents, the agreement itself, and six years of tax returns.
I own ten percent. Does that matter?
Not for an LLC; any member has the right. For a corporation, a shareholder needs six months of ownership or five percent of the shares.
Can I get the bank statements directly from the bank?
Generally not without a lawsuit; a subpoena requires a pending case. The demand to the company comes first and, if refused, supports both the suit and the fee claim.
The company says the records are confidential.
Confidentiality is a reason for a protective agreement, not a reason to refuse. The statute entitles a member to examine and copy; the company may ask that trade-secret material be kept confidential.
This page is general information about how owner records rights are structured. It is not legal advice. Results depend on the facts of each matter. Prior results do not guarantee or predict a similar outcome in any other matter.