Members-Admissions, Classes, Information Rights, Etc.
Section 304-C:55
304-C:55 Members' and Managers' Rights to Limited Liability Company Information, Etc. –
I. For any purpose reasonably related to the member's membership, each member of a limited liability company shall have the right, subject to paragraph II, to obtain from the limited liability company from time to time upon reasonable demand:
(a) Accurate and full information regarding the status of the business and internal affairs of the limited liability company;
(b) Promptly after becoming available, a copy of the limited liability company's federal, state, and local income tax return for each year for which the limited liability company has filed a return;
(c) A current list of the name and last known business, residence, or mailing address of each member and manager;
(d) A copy of any written operating agreement and certificate of formation of the limited liability company and all amendments to these documents, together with signed copies of any written powers of attorney under which the operating agreement, any certificate of formation, and any amendment to these documents has been signed;
(e) Accurate and full information regarding (1) the amount of cash and a description and statement of the agreed value of any other property or services which a member has contributed to the limited liability company or which a member has agreed to contribute in the future; and (2) the date on which each became a member; and
(f) Other information regarding the business and internal affairs of the limited liability company that is just and reasonable to provide to the member.
II. Rights provided under paragraph I shall be subject to any reasonable standards that are set forth in an operating agreement or established by the manager or, if there is no manager, by the members. These may include standards governing what information and documents are to be furnished, at what time and location, and at whose expense.
III. Each manager shall have the right to examine all of the information described in paragraph I for any purpose reasonably related to the position of manager.
IV. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable:
(a) Information which the manager reasonably believes to be in the nature of trade secrets;
(b) Other information if the manager believes in good faith that the disclosure (1) is not in the best interest of the limited liability company or (2) could damage the limited liability company or its business; and
(c) Information which the limited liability company is required by law or by agreement with a third party to keep confidential.
V. A limited liability company may maintain its records in digital form if they are capable of conversion into written form within a reasonable time.
VI. Any demand by a member under this section shall be in writing and shall state the purpose of the demand.