347.091. Items required to be kept at principal place of business--rights of members--failure to deliver items to secretary, penalty.
Items required to be kept at principal place of business--rights ofmembers--failure to deliver items to secretary, penalty.
347.091. 1. The limited liability company shall keep atits principal place of business, the following:
(1) A current and a past list, setting forth the full nameand last known mailing address of each member and manager, ifany, set forth in alphabetical order;
(2) A copy of the articles of organization and all articlesof amendment thereto, together with executed copies of any powersof attorney pursuant to which any articles have been executed;
(3) Copies of the limited liability company's federal,state and local income tax returns and reports, if any, for thethree most recent years or, if such returns and reports were notprepared for any reason, copies of the information and recordsprovided to, or which should have been provided to, the membersto enable them to prepare their federal, state and local taxreturns for such period;
(4) Copies of any effective written operating agreements,and all amendments thereto, and copies of any written operatingagreements no longer in effect;
(5) Copies of any financial statements of the limitedliability company for the three most recent years;
(6) Unless contained in a written operating agreement, awriting setting out:
(a) The amount of cash and a statement of the agreed valueof other property or services contributed by each member and thetimes at which or events upon the happening of which anyadditional contributions agreed to be made by each member are tobe made;
(b) Information that would enable a member to determine therelative voting rights of the members on a particular matter ifsuch voting rights are other than on a per capita basis; and
(c) Any events upon the happening of which the limitedliability company is to be dissolved and its affairs wound up;
(7) Copies of any written promise by a member to make acontribution to the limited liability company;
(8) Copies of any written consents by the members to theadmission of any person as a member of the limited liabilitycompany;
(9) Copies of any written consents by the members tocontinue the limited liability company upon an event ofwithdrawal of any member;
(10) Copies of any other instruments or documentsreflecting matters required to be in writing pursuant to theoperating agreement.
2. Each member may:
(1) Inspect and copy during ordinary business hours, at thereasonable request and at the expense of such member, any of thelimited liability company records required to be kept bysubsection 1 of this section;
(2) From time to time upon reasonable demand, obtain trueand full information regarding the state of the business andfinancial condition of the limited liability company;
(3) Have an accounting of the affairs of the limitedliability company whenever circumstances render it just andreasonable.
3. The secretary may request in writing that the limitedliability company forward to him a complete copy of the current,past, or both, limited liability company lists kept pursuant tosubdivision (1) of subsection 1 of this section without cost tothe secretary. Any authorized person who has possession orcontrol of such list and who fails to deliver the list to thesecretary within twenty days after receiving written demandtherefor may be individually subject to a civil penalty in theamount of fifty dollars per day for each day the list has notbeen delivered to the secretary, but not to exceed ten thousanddollars, such penalty to be assessed and collected by thesecretary, and prosecuted criminally with any resultingconviction being a class A misdemeanor.
4. Failure of the limited liability company to keep any ofthe records or information required pursuant to this sectionshall not be grounds for imposing liability on any person for thedebts and obligations of the limited liability company.
(L. 1993 S.B. 66 & 20 § 359.751)Effective 12-1-93