Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§655. Records and information
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Records to be kept at principal place of business. A limited liability company shall keep at its principal place of business the following:
A. A current list and a past list, with the full names and last known mailing addresses of each member and manager in alphabetical order; [1993, c. 718, Pt. A, §1 (NEW).]
B. A copy of the articles of organization and all amendments to them, together with executed copies of powers of attorney pursuant to which articles or certificates have been executed; [1993, c. 718, Pt. A, §1 (NEW).]
C. Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the 6 most recent years or, if the returns and statements were not prepared, copies of the information and statements provided to the members to enable them to prepare their federal, state and local tax returns for that period; [1993, c. 718, Pt. A, §1 (NEW).]
D. Copies of effective operating agreements and all amendments and copies of operating agreements no longer in effect; and [1993, c. 718, Pt. A, §1 (NEW).]
E. Unless provided in an operating agreement or articles of organization, a writing setting out:
(1) The amount of cash and the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which when additional contributions agreed upon by each member are to be made;
(2) Events, if any, upon the happening of which a limited liability company is to be dissolved and its affairs wound up; and
(3) Other writings prepared pursuant to a requirement in an operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Access to and confidentiality of information; records. A member's access to records of the limited liability company is governed as follows.
A. Each member of a limited liability company has the right, subject to reasonable standards, including standards governing what information and documents are to be furnished at which time and location and at whose expense, as may be set forth in an operating agreement or articles of organization or otherwise established by the manager or, if there is no manager, then by the requisite vote of members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:
(1) True and full information regarding the status of the business and financial condition of the limited liability company;
(2) Promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each member and manager;
(4) A copy of any operating agreement and articles of organization and all amendments, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any articles and all amendments have been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
(6) Other information regarding the affairs of the limited liability company as is just and reasonable. [1993, c. 718, Pt. A, §1 (NEW).]
B. Each manager has the right to examine all of the information described in paragraph A for a purpose reasonably related to that person's position as a manager. [1993, c. 718, Pt. A, §1 (NEW).]
C. The manager of a limited liability company has the right to keep confidential from the members, for a period of time the manager considers reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or that the limited liability company is required by law or by agreement with a 3rd party to keep confidential. [1993, c. 718, Pt. A, §1 (NEW).]
D. Any demand by a member under this section must be in writing and must state the purpose of the demand. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Machine-readable form. A limited liability company may maintain its records in other than a written form if the form is capable of conversion into written form within a reasonable time.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Provision of true and full information to a member or legal representative. Members, if the management of a limited liability company is vested in the members, or managers, if management of that limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information about all things affecting the members to a member or to the legal representative of a deceased member or of a member under legal disability.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Failure to keep records. Failure of a limited liability company to keep or maintain records or information required by this section is not grounds for imposing liability on a person for the debts and obligations of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§655. Records and information
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Records to be kept at principal place of business. A limited liability company shall keep at its principal place of business the following:
A. A current list and a past list, with the full names and last known mailing addresses of each member and manager in alphabetical order; [1993, c. 718, Pt. A, §1 (NEW).]
B. A copy of the articles of organization and all amendments to them, together with executed copies of powers of attorney pursuant to which articles or certificates have been executed; [1993, c. 718, Pt. A, §1 (NEW).]
C. Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the 6 most recent years or, if the returns and statements were not prepared, copies of the information and statements provided to the members to enable them to prepare their federal, state and local tax returns for that period; [1993, c. 718, Pt. A, §1 (NEW).]
D. Copies of effective operating agreements and all amendments and copies of operating agreements no longer in effect; and [1993, c. 718, Pt. A, §1 (NEW).]
E. Unless provided in an operating agreement or articles of organization, a writing setting out:
(1) The amount of cash and the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which when additional contributions agreed upon by each member are to be made;
(2) Events, if any, upon the happening of which a limited liability company is to be dissolved and its affairs wound up; and
(3) Other writings prepared pursuant to a requirement in an operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Access to and confidentiality of information; records. A member's access to records of the limited liability company is governed as follows.
A. Each member of a limited liability company has the right, subject to reasonable standards, including standards governing what information and documents are to be furnished at which time and location and at whose expense, as may be set forth in an operating agreement or articles of organization or otherwise established by the manager or, if there is no manager, then by the requisite vote of members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:
(1) True and full information regarding the status of the business and financial condition of the limited liability company;
(2) Promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each member and manager;
(4) A copy of any operating agreement and articles of organization and all amendments, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any articles and all amendments have been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
(6) Other information regarding the affairs of the limited liability company as is just and reasonable. [1993, c. 718, Pt. A, §1 (NEW).]
B. Each manager has the right to examine all of the information described in paragraph A for a purpose reasonably related to that person's position as a manager. [1993, c. 718, Pt. A, §1 (NEW).]
C. The manager of a limited liability company has the right to keep confidential from the members, for a period of time the manager considers reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or that the limited liability company is required by law or by agreement with a 3rd party to keep confidential. [1993, c. 718, Pt. A, §1 (NEW).]
D. Any demand by a member under this section must be in writing and must state the purpose of the demand. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Machine-readable form. A limited liability company may maintain its records in other than a written form if the form is capable of conversion into written form within a reasonable time.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Provision of true and full information to a member or legal representative. Members, if the management of a limited liability company is vested in the members, or managers, if management of that limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information about all things affecting the members to a member or to the legal representative of a deceased member or of a member under legal disability.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Failure to keep records. Failure of a limited liability company to keep or maintain records or information required by this section is not grounds for imposing liability on a person for the debts and obligations of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
Subchapter 4: RIGHTS AND DUTIES OF MEMBERS AND MANAGERS
§655. Records and information
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Records to be kept at principal place of business. A limited liability company shall keep at its principal place of business the following:
A. A current list and a past list, with the full names and last known mailing addresses of each member and manager in alphabetical order; [1993, c. 718, Pt. A, §1 (NEW).]
B. A copy of the articles of organization and all amendments to them, together with executed copies of powers of attorney pursuant to which articles or certificates have been executed; [1993, c. 718, Pt. A, §1 (NEW).]
C. Copies of the limited liability company's federal, state and local income tax returns and financial statements, if any, for the 6 most recent years or, if the returns and statements were not prepared, copies of the information and statements provided to the members to enable them to prepare their federal, state and local tax returns for that period; [1993, c. 718, Pt. A, §1 (NEW).]
D. Copies of effective operating agreements and all amendments and copies of operating agreements no longer in effect; and [1993, c. 718, Pt. A, §1 (NEW).]
E. Unless provided in an operating agreement or articles of organization, a writing setting out:
(1) The amount of cash and the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which when additional contributions agreed upon by each member are to be made;
(2) Events, if any, upon the happening of which a limited liability company is to be dissolved and its affairs wound up; and
(3) Other writings prepared pursuant to a requirement in an operating agreement. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
2. Access to and confidentiality of information; records. A member's access to records of the limited liability company is governed as follows.
A. Each member of a limited liability company has the right, subject to reasonable standards, including standards governing what information and documents are to be furnished at which time and location and at whose expense, as may be set forth in an operating agreement or articles of organization or otherwise established by the manager or, if there is no manager, then by the requisite vote of members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:
(1) True and full information regarding the status of the business and financial condition of the limited liability company;
(2) Promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year;
(3) A current list of the name and last known business, residence or mailing address of each member and manager;
(4) A copy of any operating agreement and articles of organization and all amendments, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any articles and all amendments have been executed;
(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
(6) Other information regarding the affairs of the limited liability company as is just and reasonable. [1993, c. 718, Pt. A, §1 (NEW).]
B. Each manager has the right to examine all of the information described in paragraph A for a purpose reasonably related to that person's position as a manager. [1993, c. 718, Pt. A, §1 (NEW).]
C. The manager of a limited liability company has the right to keep confidential from the members, for a period of time the manager considers reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or that the limited liability company is required by law or by agreement with a 3rd party to keep confidential. [1993, c. 718, Pt. A, §1 (NEW).]
D. Any demand by a member under this section must be in writing and must state the purpose of the demand. [1993, c. 718, Pt. A, §1 (NEW).]
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Machine-readable form. A limited liability company may maintain its records in other than a written form if the form is capable of conversion into written form within a reasonable time.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
4. Provision of true and full information to a member or legal representative. Members, if the management of a limited liability company is vested in the members, or managers, if management of that limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information about all things affecting the members to a member or to the legal representative of a deceased member or of a member under legal disability.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
5. Failure to keep records. Failure of a limited liability company to keep or maintain records or information required by this section is not grounds for imposing liability on a person for the debts and obligations of that limited liability company.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
