State Codes and Statutes
Statutes > Connecticut > Title34 > Chap613 > Sec34-144Sec. 34-144. Records and information. (a) A limited liability company shall keep at its principal place of business, or at such other location as may be stated in the operating agreement, the following: (1) A current and a past list, setting forth in alphabetical order the full name and last known mailing address of each member and manager, if any; (2) a copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed; (3) copies of the limited liability company's federal, state and local income tax returns and financial statements for the three most recent years or, if such returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for such period; (4) copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect; and (5) other writings, if any, prepared pursuant to a requirement in an operating agreement.
(b) A limited liability company may keep at its principal place of business, or at such other location as may be stated in the operating agreement, a writing or writings setting forth the amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which additional contributions are to be made by each member, and any such writings on file shall constitute presumptive evidence as to the value of the member contributions described therein.
(c) During ordinary business hours a member may, at the member's own expense, inspect and copy upon reasonable request any limited liability company record, wherever such record is located.
(d) Members, if management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.
(e) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any member or manager for the debts and obligations of the limited liability company.
(P.A. 93-267, S. 25; P.A. 94-217, S. 13.)
History: P.A. 94-217 amended Subsec. (a) to replace "Unless otherwise provided in writing in an operating agreement, a limited liability company shall keep at its principal place of business the following" with "A limited liability company shall keep at its principal place of business, or at such other location as may be stated in the operating agreement, the following" and deleted Subdiv. (5) re a writing setting forth the contributions of cash, property and services by each member and Subdiv. (6) re a writing stating events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up, renumbering the remaining Subdiv. accordingly, and added new Subsec. (b) to authorize a limited liability company to keep a writing setting forth the contributions of cash, property and services by each member similar to the provisions of former Subsec. (a)(5) except that the keeping of the writing is discretionary, rather than mandatory, and "any such writings on file shall constitute presumptive evidence as to the value of the member contributions described therein", relettering the remaining Subsecs. accordingly.
