Access to and confidentiality of information - records - accounting.

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(1) Each member of a limited liability company has the right, subject to such reasonable standards as may be established by the members or managers pursuant to section 7-80-401 (1), to inspect and copy at the expense of the requesting member the following records of 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 business and financial condition of the limited liability company, including written resolutions and minutes, if any, of the limited liability company;

  2. A copy of the limited liability company's federal, state, and local income tax returnsfor each year;

  3. A current list of the name and last-known business, residence, or mailing address ofeach member and manager;

  4. A copy of the limited liability company's articles of organization and a copy of anywritten operating agreement of the limited liability company;

  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 that 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 andreasonable.

  1. Each manager shall have the right to examine all of the information described inparagraph (a) of subsection (1) of this section for a purpose reasonably related to the position of manager.

  2. Each member of a limited liability company and each manager shall have the right tokeep confidential from the members, for such period of time as the members or managers deem reasonable, any information that the members or managers reasonably believe to be in the nature of trade secrets or that the limited liability company is required by law or by agreement with a third party to keep confidential.

  3. A limited liability company may maintain its records in other than a written form ifsuch form is capable of conversion into written form within a reasonable time.

  4. Any demand by a member under this section shall be in writing and shall state thepurpose of the demand.

  5. A member of a limited liability company shall have the right to have a formal accounting of limited liability company affairs whenever circumstances render it just and reasonable.

Source: L. 2004: Entire part R&RE, p. 941, § 6, effective July 1. L. 2006: (1)(d) and (3) amended, p. 859, § 27, effective July 1. L. 2007: (6) added, p. 226, § 16, effective May 29.

Editor's note: This section is similar to former § 7-80-411 as it existed prior to 2004.


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