A minority owner of a Minnesota business has a statutory right to company information, and the people in control cannot simply refuse it. What you can get, and on what terms, depends on the entity: a corporation’s shareholders, an LLC’s members, and a partnership’s partners each have their own statute. Minnesota law here is mostly statutory, in chapter 302A for corporations, chapter 322C for LLCs, and chapter 323A for general partnerships, with a common-law duty of disclosure among close-corporation shareholders layered on top. This page explains what each owner can demand, how to ask, and what a court can do when the answer is no. It is part of my work on Minnesota ownership disputes.

What company information can a minority owner demand in Minnesota?

A minority owner in Minnesota can demand core company records under the statute for the entity. A shareholder of a corporation that is not publicly held has an “absolute right” to the share register and listed records, and other records with a proper purpose. LLC members’ rights depend on who manages the company, and partners get access to the books.

None of these sections sets a minimum ownership percentage. Here is the short map:

  • Corporations. Under Minn. Stat. § 302A.461, subd. 4, a shareholder, beneficial owner, or voting trust certificate holder of a corporation that is not publicly held “has an absolute right, upon written demand, to examine and copy, in person or by a legal representative, at any reasonable time” the share register and the documents listed in subdivision 2. Other records require a proper purpose.
  • LLCs. Under Minn. Stat. § 322C.0410, a member of a member-managed LLC has broad inspection rights and a right to information “without demand.” In a manager-managed or board-managed LLC, a member gets information through a written demand that meets three conditions.
  • General partnerships. Under Minn. Stat. § 323A.0403, a partnership “shall provide partners and their agents and attorneys access to its books and records.”

What records must a privately held corporation show every shareholder?

A Minnesota corporation that is not publicly held must make its share register and a defined list of core records available to any shareholder who makes a written demand. The corporation “shall make available within ten days after receipt by an officer of the corporation of the written demand” under Minn. Stat. § 302A.461, subd. 4. No purpose is required for these records.

The share register is “a share register not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder” (subd. 1). The subdivision 2 list includes:

  1. “records of all proceedings of shareholders for the last three years”
  2. “records of all proceedings of the board for the last three years”
  3. “its articles and all amendments currently in effect”
  4. “its bylaws and all amendments currently in effect”
  5. “financial statements required by section 302A.463 and the financial statement for the most recent interim period prepared in the course of the operation of the corporation for distribution to the shareholders or to a governmental agency as a matter of public record”
  6. “reports made to shareholders generally within the last three years”
  7. “a statement of the names and usual business addresses of its directors and principal officers”
  8. “voting trust agreements described in section 302A.453”
  9. “shareholder control agreements described in section 302A.457”
  10. “a copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under section 302A.111, subdivision 7.”

The financial statements have their own request track. Under Minn. Stat. § 302A.463, the annual statement “shall include at least a balance sheet as of the end of each fiscal year and a statement of income for the fiscal year.” The statute also provides: “Upon written request by a shareholder, a corporation shall furnish its most recent annual financial statements as required under paragraph (a) no later than ten business days after receipt of a shareholder’s written request.” The statute defines the delivery: “"Furnish" for purposes of this paragraph means that the corporation shall deliver or mail, postage prepaid, the financial statements to the address specified by the requesting shareholder.”

These rules cover corporations that are not publicly held. A “publicly held corporation” is one with a class of equity securities registered under section 12, or subject to section 15(d), of the Securities Exchange Act of 1934 (Minn. Stat. § 302A.011, subd. 40). Its shareholders must make a demand “stating the purpose and acknowledged or verified in the manner provided in chapter 358” (§ 302A.461, subd. 4). More on the mechanics is on my page about how § 302A.461 inspection demands work.

What counts as a proper purpose for other corporate records?

A proper purpose is “one reasonably related to the person’s interest as a shareholder, beneficial owner, or holder of a voting trust certificate of the corporation,” under Minn. Stat. § 302A.461, subd. 4. You need one for any record outside the core list. A shareholder may, on written demand, examine “other corporate records at any reasonable time only if the shareholder, beneficial owner, or holder of a voting trust certificate demonstrates a proper purpose for the examination.”

Those other records include the detailed books. Every corporation must keep them: “A corporation shall keep appropriate and complete financial records” (subd. 3). Whether a request for them qualifies turns on its connection to your interest as an owner, and the facts of each request decide it. The purpose is usually plain from the request: an owner either wants to understand something tied to the ownership interest or is after something else, such as harassing the company or competing with it.

The Minnesota Supreme Court addressed the proper-purpose test in State ex rel. Pillsbury v. Honeywell, Inc., 191 N.W.2d 406 (Minn. 1971). That case predates the current statute, involved a large Delaware corporation, and applied a test the court said “is derived from the common law and is applicable in Minnesota.” The court agreed with the company that a proper purpose “contemplates concern with investment return,” and it affirmed the denial of inspection to a petitioner who bought shares solely to press his political and social views on the company. It also said: “While inspection will not be permitted for purposes of curiosity, speculation, or vexation, adverseness to management and a desire to gain control of the corporation for economic benefit does not indicate an improper purpose.” And “a company cannot defeat inspection by merely alleging an improper purpose.”

A company may also object to how much an owner asks for. In my practice, I have seen an owner request the company’s entire QuickBooks file, and a company may push back on a request that detailed, because records outside the core list require the owner to demonstrate a proper purpose. Where an owner has a credible reason to suspect improper spending, one practical middle ground is having a CPA the owner hires examine the records at the company. My page on which books and records a demand can reach covers the line between core records and the rest.

How do LLC information rights depend on who manages the company?

A Minnesota LLC member’s information rights turn on whether the LLC is member-managed or manager-managed. Every LLC is member-managed unless the operating agreement provides for manager or board management, under Minn. Stat. § 322C.0407, subd. 1. In a member-managed LLC the rights are broad; in a manager-managed or board-managed LLC, a member must make a qualifying demand.

Member-managed LLCs. Under Minn. Stat. § 322C.0410, subd. 1:

  • “On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company’s activities, financial condition, and other circumstances, to the extent the information is material to the member’s rights and duties under the operating agreement or this chapter.”
  • The company must furnish “without demand, any information concerning the company’s activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member’s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information”
  • The company must also furnish “on demand, any other information concerning the company’s activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.”

Manager-managed and board-managed LLCs. Under subdivision 2, those rights “apply to the managers or governors and not the members.” A member may obtain “full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable” only if all three conditions are met:

  1. “the member seeks the information for a purpose material to the member’s interest as a member”
  2. “the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information”
  3. “the information sought is directly connected to the member’s purpose.”

Within ten days after receiving that demand, the company must tell the member in a record what it will provide, when, and where, and “if the company declines to provide any demanded information, the company’s reasons for declining.” I suggest reading your operating agreement before you write a demand, because its choice of management decides which set of rules applies to you.

What information rights do partners have in a Minnesota partnership?

A partner in a Minnesota general partnership has a right to the books and to information. Under Minn. Stat. § 323A.0403, “A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners.”

“The right of access provides the opportunity to inspect and copy books and records during ordinary business hours.” Beyond the books, each partner and the partnership must furnish to a partner:

  • “without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or this chapter”
  • “on demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.”

The partnership agreement has limited room to narrow this access. Under Minn. Stat. § 323A.0103, the agreement may not “unreasonably restrict the right of access to books and records under section 323A.0403(b).” Limited partners follow a different statute, Minn. Stat. § 321.0304.

How do you write a records demand the company has to answer?

A records demand that works is in writing, reaches the right person, and tracks the statute’s own categories. For a corporation, the ten-day clock runs from “receipt by an officer of the corporation of the written demand” under Minn. Stat. § 302A.461, subd. 4, so address it to an officer. For a manager-managed LLC, the demand must describe the information and purpose “with reasonable particularity.”

A practical demand usually does five things:

  1. Names the statute and your status. Identify yourself as a shareholder, member, or partner, and cite the section that applies.
  2. Separates the core records from the rest. For a corporation, list the share register and the subdivision 2 documents by category, then list any other records in a separate paragraph with your purpose. Ask for the annual financial statements under Minn. Stat. § 302A.463 in the same letter.
  3. States the purpose plainly. For a manager-managed LLC, the purpose must be “material to the member’s interest as a member,” and each item must be “directly connected to the member’s purpose” (Minn. Stat. § 322C.0410, subd. 2).
  4. Names who will inspect. A corporate shareholder may inspect “in person or by a legal representative,” and “A member or dissociated member may exercise rights under this section through an agent” (§ 322C.0410, subd. 5).
  5. Asks for any control agreement. A shareholder “has the right upon written demand to obtain a copy of the agreement from the corporation at the expense of the corporation” under Minn. Stat. § 302A.457, subd. 2.

I suggest keeping a copy and proof of delivery, because if the company refuses or does not answer, the demand letter is the first document a court will see.

What limits can the company put on access and use of its records?

A Minnesota company can limit how owners use its records and, within limits, what they see. A corporate shareholder “may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose,” under Minn. Stat. § 302A.461, subd. 4b. An LLC may impose reasonable confidentiality conditions under Minn. Stat. § 322C.0410, subd. 7, and in a dispute over whether such a restriction is reasonable, “the company has the burden of proving reasonableness.”

The limits differ by entity:

  • Corporations. A court, on the corporation’s application, may issue a protective order “permitting the corporation to withhold portions of the records of proceedings of the board for a reasonable period of time, not to exceed 12 months, in order to prevent premature disclosure of confidential information which would be likely to cause competitive injury to the corporation” (subd. 4a). “A protective order may be renewed for successive reasonable periods of time, each not to exceed 12 months and in total not to exceed 36 months, for good cause shown.” The corporation must apply to a court for that order. If the court does not issue the order for any portion of the records the corporation asked to withhold, the court “shall award reasonable expenses, including attorney’s fees and disbursements” to the shareholder. Subdivision 4a also “does not limit the right of a court to grant other protective orders or impose other reasonable restrictions on the nature of the corporate records that may be copied or examined under subdivision 4 or the use or distribution of the records by the demanding shareholder, beneficial owner, or holder of a voting trust certificate.”
  • LLCs. Under Minn. Stat. § 322C.0410, subd. 7, an LLC “may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subdivision, the company has the burden of proving reasonableness.” The operating agreement may not “unreasonably restrict the duties and rights stated in section 322C.0410” under Minn. Stat. § 322C.0110, subd. 3.
  • Partnerships. The agreement may not unreasonably restrict book access under Minn. Stat. § 323A.0103.

Why do owners’ fiduciary duties reach beyond the records statutes?

Owners of a Minnesota close corporation owe each other fiduciary duties, and those duties include disclosing material information about the corporation. In Berreman v. West Publishing Co., 615 N.W.2d 362 (Minn. App. 2000), the court held: “we conclude that the fiduciary duties of shareholders in a close corporation include the duty to disclose material information about the corporation.”

The duty has a materiality limit, and Berreman shows how it works. The court affirmed summary judgment for the company because the directors’ preliminary discussions about a possible sale were not yet material when the shareholder retired and sold his shares back. For a possible future event like a sale, the court weighed how likely the event was against how much it would matter.

In a case for court relief, Minn. Stat. § 302A.751, subd. 3a, also directs the court to consider “the duty which all shareholders in a closely held corporation owe one another to act in an honest, fair, and reasonable manner in the operation of the corporation.” In a manager-managed or board-managed LLC, when a member is asked to give or withhold consent, “before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member’s decision” (Minn. Stat. § 322C.0410, subd. 2). LLC duties are covered on my page about fiduciary duties in a Minnesota LLC, and the broader claim on my page about breach of fiduciary duty among owners.

What can a court do when the company refuses?

A Minnesota court can order a corporation to produce records and can award the owner’s expenses, including attorney fees. Under Minn. Stat. § 302A.461, subd. 4, if the corporation or an officer or director violates the section, a court may “specifically enforce this section and award expenses, including attorney fees and disbursements” to the shareholder. LLC members have a direct action to enforce their rights.

The remedies differ by entity:

  • Corporations. Beyond specific enforcement, Minn. Stat. § 302A.467 says: “If a corporation or an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including attorneys’ fees and disbursements, to the shareholder.”
  • Unfair treatment more broadly. A shareholder may also sue under Minn. Stat. § 302A.751, subd. 1. One ground is that “the directors or those in control of the corporation have acted in a manner unfairly prejudicial toward one or more shareholders in their capacities as shareholders or directors of a corporation that is not a publicly held corporation, or as officers or employees of a closely held corporation.” In that action, if it involves “a corporation that is not a publicly held corporation at the time the action is commenced,” the court may order a buyout “upon motion of a corporation or a shareholder or beneficial owner of shares of the corporation” (subd. 2). The court may do so only “if the court determines in its discretion that an order would be fair and equitable to all parties under all of the circumstances of the case.” Under subd. 4, the court may also shift expenses: “If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may in its discretion award reasonable expenses, including attorneys’ fees and disbursements, to any of the other parties.”
  • LLCs. Under Minn. Stat. § 322C.0901, subd. 1, “a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter.” The member “must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company” (subd. 2). Minn. Stat. § 322C.0701, subd. 1, allows dissolution where those in control “have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.” Subdivision 2 allows a remedy other than dissolution, including “the sale for fair value of all membership interests a member owns in a limited liability company to the limited liability company or one or more of the other members.”

More on the escalation path is on my pages about when a company refuses an inspection demand, shareholder oppression claims, and a court-ordered buyout.

Can the company refuse my request because we are in a dispute?

Not for the core records of a Minnesota corporation that is not publicly held. Under Minn. Stat. § 302A.461, a shareholder has an absolute right, on written demand, to examine and copy the share register and the documents the statute lists at any reasonable time. The corporation must make them available within ten days after an officer receives the demand, so a dispute is no ground to refuse them. For other records you must show a proper purpose. The Minnesota Supreme Court said in State ex rel. Pillsbury v. Honeywell (1971), a case decided before the current statute, that adverseness to management does not indicate an improper purpose.

Can our operating agreement take away my right to company information?

Not entirely. Under Minn. Stat. § 322C.0110, a Minnesota operating agreement may not unreasonably restrict the information rights and duties in Minn. Stat. § 322C.0410, although it may set reasonable conditions. A partnership agreement likewise may not unreasonably restrict a partner’s right of access to books and records under Minn. Stat. § 323A.0103. Whether a particular restriction is reasonable depends on its wording and the company’s circumstances, so the exact text of your agreement matters.

Does someone who inherits an LLC interest get information rights?

Not as a transferee. Minn. Stat. § 322C.0410 says its information rights do not extend to a person as transferee, and Minn. Stat. § 322C.0102 defines a transferee as a person to whom all or part of a transferable interest has been transferred. In a corporation, Minn. Stat. § 302A.461 gives a beneficial owner of shares the same written-demand inspection rights as the record shareholder. If a member dies, though, Minn. Stat. § 322C.0504 lets the deceased member’s personal representative or other legal representative exercise, for the purposes of settling the estate, the rights of a current member under Minn. Stat. § 322C.0410.

Can I still get records after I leave the business?

For a former LLC member or partner, yes, for the period you were an owner and subject to conditions. Under Minn. Stat. § 322C.0410, a dissociated LLC member may have access to information from the membership period if the person seeks it in good faith and meets the purpose, written-demand, and direct-connection requirements that apply to members of manager-managed companies. Under Minn. Stat. § 323A.0403, a partnership must give former partners and their agents and attorneys access to books and records from the period they were partners.

Can the company make me sign a confidentiality agreement before I see records?

An LLC can impose reasonable conditions. Minn. Stat. § 322C.0410 lets a Minnesota LLC designate information confidential and impose nondisclosure and safeguarding obligations, and in a dispute the company must prove the restriction is reasonable. A corporation can ask a court for a protective order under Minn. Stat. § 302A.461, and the statute already bars a shareholder from using records obtained under it for any purpose other than a proper purpose.

Do I have to pay for the copies?

It depends on the entity and the record. Under Minn. Stat. § 302A.461, copies of the share register and the listed core documents are furnished at the corporation’s expense if required to be furnished under that section. In all other cases, the corporation may charge a reasonable fee to cover the expenses of providing the copy. An LLC may charge reasonable copying costs limited to labor and material under Minn. Stat. § 322C.0410, and a partnership may impose a reasonable charge covering labor and material under Minn. Stat. § 323A.0403.

How should a minority owner approach a records dispute?

I suggest starting a records dispute with a written demand that tracks the statute for your entity and lists the core records separately from anything that needs a purpose. The statutes back that demand with court enforcement and, for a corporation that violates § 302A.461, a possible award of the owner’s expenses. I also suggest keeping a copy of every response the company gives, because each one becomes evidence if the dispute reaches court.

The entity’s governing agreement shows whether an LLC is manager-managed and what conditions apply to a records request. Under Minn. Stat. § 302A.751, subd. 3a, written agreements between or among shareholders, or between one or more shareholders and the corporation, “are presumed to reflect the parties’ reasonable expectations concerning matters dealt with in the agreements.” The demand letter becomes the record a court reads if the company does not answer.

A records request can be the first step in a wider Minnesota ownership dispute, and the information you obtain shapes every later decision about valuation, a buyout, or a claim. If you would like me to analyze a records demand or a company’s refusal, email aaron@aaronhall.com with a brief description of the situation.