§ 57C-3-04. Members' access to information; records.
§ 57C‑3‑04. Members' access to information; records.
(a) Each member has theright, subject to such reasonable standards (including standards governing whatinformation and documents are to be furnished, at what time and location and atwhose expense) as may be set forth in the articles of organization or a writtenoperating agreement, to obtain from the limited liability company from time totime upon reasonable demand for any purpose reasonably related to the member'sinterest as a member:
(1) Informationregarding the status of the business and the financial condition of the limitedliability company;
(2) Promptly afterbecoming available, a copy of the limited liability company's federal, State,and local income tax returns for each year;
(3) A current list ofthe name and last known business, residence, or mailing address of each member;
(4) A copy of thearticles of organization and any written operating agreement and all amendmentsthereto, together with copies of any written powers of attorney pursuant towhich the articles of organization, operating agreement, and all amendmentsthereto have been executed;
(5) Informationregarding the amount of cash and a description and statement of the agreedvalue of any other property or services contributed by each member, and theproperty and services that each member has agreed to contribute in the future,and the date on which each became a member; and
(6) Such otherinformation regarding the affairs of the limited liability company as is justand reasonable.
(b) A limited liabilitycompany may maintain its records in other than written form if the form iscapable of conversion into written form within a reasonable time.
(c) Any demand underthis section shall (i) be in writing, (ii) be made in good faith and for aproper purpose, and (iii) describe with reasonable particularity the purposeand the records or information desired.
(d) Failure of thelimited liability company to keep or maintain any of the records or informationrequired pursuant to this section shall not be grounds for imposing liabilityon any person for the debts and obligations of the limited liability company.
(e) The managers shallhave the right to keep confidential from members who are not managers, for suchperiod of time as the managers deem reasonable, any information which themanagers reasonably believe to be in the nature of trade secrets or otherinformation the disclosure of which the managers in good faith believe is notin the best interest of the limited liability company. The authority authorizedin this subsection may be vested in directors instead of managers to the extentprovided in the articles of organization or a written operating agreement. (1993, c. 354, s. 1; 2001‑387,s. 66; 2001‑487, s. 62(i).)