21-139 Right of members, managers, and dissociated members to information.
21-139. Right of members, managers, and dissociatedmembers to information.(ULLCA410) (a) In a member-managed limited liability company, the following rulesapply:(1) On reasonable notice,a member may inspect and copy during regular business hours, at a reasonablelocation specified by the company, any record maintained by the company regardingthe company's activities, financial condition, and other circumstances, tothe extent the information is material to the member's rights and duties underthe operating agreement or the Nebraska Uniform Limited Liability CompanyAct.(2)The company shall furnish to each member:(A) without demand, any information concerning thecompany's activities, financial condition, and other circumstances which thecompany knows and is material to the proper exercise of the member's rightsand duties under the operating agreement or the act, except to the extentthe company can establish that it reasonably believes the member already knowsthe information; and(B)on demand, any other information concerning the company's activities, financialcondition, and other circumstances, except to the extent the demand or informationdemanded is unreasonable or otherwise improper under the circumstances.(3) The duty to furnishinformation under subdivision (a)(2) of this section also applies to eachmember to the extent the member knows any of the information described insuch subdivision.(b)In a manager-managed limited liability company, the following rules apply:(1) The informationalrights stated in subsection (a) of this section and the duty stated in subdivision(a)(3) of this section apply to the managers and not the members.(2) During regular businesshours and at a reasonable location specified by the company, a member mayobtain from the company and inspect and copy full information regarding theactivities, financial condition, and other circumstances of the company asis just and reasonable if:(A) the member seeks the information for a purposematerial to the member's interest as a member;(B) the member makes a demand ina record received by the company, describing with reasonable particularitythe information sought and the purpose for seeking the information; and(C) the information soughtis directly connected to the member's purpose.(3) Within ten days after receivinga demand pursuant to subdivision (b)(2)(B) of this section, the company shallin a record inform the member that made the demand:(A) of the information that thecompany will provide in response to the demand and when and where the companywill provide the information; and(B) if the company declines to provide any demandedinformation, the company's reasons for declining.(c) On ten days' demand made ina record received by a limited liability company, a dissociated member mayhave access to information to which the person was entitled while a memberif the information pertains to the period during which the person was a member,the person seeks the information in good faith, and the person satisfies therequirements imposed on a member by subdivision (b)(2) of this section. Thecompany shall respond to a demand made pursuant to this subsection in themanner provided in subdivision (b)(3) of this section.(d) A limited liabilitycompany may charge a person that makes a demand under this section the reasonablecosts of copying, limited to the costs of labor and material.(e) A member or dissociatedmember may exercise rights under this section through an agent or, in thecase of an individual under legal disability, a legal representative. Anyrestriction or condition imposed by the operating agreement or under subsection(g) of this section applies both to the agent or legal representative andthe member or dissociated member.(f) The rights under this section do not extend toa person as transferee.(g)In addition to any restriction or condition stated in its operating agreement,a limited liability company, as a matter within the ordinary course of itsactivities, may impose reasonable restrictions and conditions on access toand use of information to be furnished under this section, including designatinginformation confidential and imposing nondisclosure and safeguarding obligationson the recipient. In a dispute concerning the reasonableness of a restrictionunder this subsection, the company has the burden of proving reasonableness. SourceLaws 2010, LB888, § 39.Operative Date: January 1, 2011