86.243 - Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of reco - Nevada Statutes

86.243  Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of records.

      1.  The rights authorized by NRS 86.241 may be denied to a member or manager, as the case may be, or to such person’s attorney or other agent, upon the refusal of the member or manager to furnish to the limited-liability company an affidavit that the provision or examination of records is not desired for a purpose which is in the interest of a business or object other than the business of the company and that such person has not at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record for any such purpose.

      2.  Any action to enforce any rights arising under NRS 86.241 must be brought in the district court for the county in which the limited-liability company has its principal place of business or if such principal office is not located in this State, the county in which the company’s registered office is located. If the company refuses to permit a member to obtain or a manager to examine the records described in NRS 86.241 or does not reply to a demand within 10 business days after the demand has been made, the demanding member or manager may apply to the district court for an order to compel such action.

      3.  The district court has exclusive jurisdiction to determine whether or not the person seeking such records is entitled to the records sought. The district court may:

      (a) Order the limited-liability company to permit the demanding member to obtain or manager to examine the records described in NRS 86.241 and to make copies or abstracts therefrom;

      (b) Order the company to furnish to the demanding member or manager the records described in NRS 86.241 on the condition that the demanding member or manager first pay to the company the reasonable cost of obtaining and furnishing such records and on such other conditions as the district court deems appropriate;

      (c) In its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of records, or award such other or further relief including an award of attorney’s fees and costs to the prevailing party in the dispute as the district court may deem just and proper; or

      (d) Order records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon such terms and conditions as the order may prescribe.

      4.  It is a defense to any action for penalties or damages under this section that the person bringing such action has at any time sold or offered for sale any list of members of any domestic or foreign limited-liability company or any list of stockholders of any domestic or foreign corporation, or has aided or abetted any person in procuring any such record for any such purpose, or that the person bringing such action desired inspection for a purpose which is in the interest of a business or object other than the business of the company.

      5.  This section does not impair the power or jurisdiction of any court to compel the production for examination of the records of a limited-liability company in any proper case.

      (Added to NRS by 2009, 1691)