Business partnerships often start with shared goals and open books. Over time, that can change. One partner stops sharing information freely: reports stop arriving, questions go unanswered, and decisions get made without explanation. For the partner on the outside, that can be incredibly stressful. You have a stake in the company, and you want to know it’s being managed properly.
The good news is that Utah law protects you. LLC members have a legal right to information about the company, even if they aren’t running it day to day.
Your Right to Know
Under Utah Code § 48-3a-410 (renumbered as § 16-20-410 effective October 1, 2026), how that right works depends on how your LLC is managed.
Member-managed LLCs. If all members share in management (the default under Utah law), the company must affirmatively give you any information it knows that is material to the proper exercise of your rights and duties as a member, unless it can reasonably show that you already knew the information. Your fellow members share that same duty. You can also request any other information, and the company must provide it unless the request is unreasonable or improper. And with reasonable notice, you can also inspect and copy company records that are material to your rights and duties.
Manager-managed LLCs. If the operating agreement puts managers in charge, those broader rights belong to the managers. But members still have two important protections. First, if you’re entitled to vote on or consent to a matter, the company must share everything it knows that’s material to your decision before you make it, even if you don’t ask. Second, you can make a written demand describing what information you want and why. Your reason must relate to your interest as a member, and the information must be directly connected to that reason. Within 10 days, the company must respond in writing, stating what it will provide, when and where, and why it’s declining anything.
Other Things Worth Knowing
Former members can still request information from the period when they were members, as long as they ask in good faith and follow the written demand process.
It’s also worth reviewing your operating agreement, which may expand these rights or add conditions to them. A company can impose reasonable restrictions, such as confidentiality requirements, but it bears the burden of proving they’re reasonable, and Utah law limits how far an operating agreement can cut these rights back.
Bottom Line
You never need to feel like an uninformed owner. Often, a clear, well-drafted demand is all it takes. But if the company ignores your request, misses its deadline, or hands over incomplete records, further action may be required to enforce your rights. And withheld information is often a sign of bigger problems worth addressing sooner rather than later.
Millar Legal helps business owners protect their interests, from drafting effective records demands to litigating when partners refuse to cooperate. If you’re being kept in the dark about your business, contact us to schedule a consultation.