13.1-1028 - Information and records. - Virginia Statutes

§ 13.1-1028. Information and records.

A. Each limited liability company shall keep at its principal office thefollowing:

1. A current list of the full name and last known business address of eachmember, in alphabetical order;

2. A copy of the articles of organization and the certificate oforganization, and all articles of amendment and certificates of amendmentthereto;

3. Copies of the limited liability company's federal, state and local incometax returns and reports, if any, for the three most recent years;

4. Copies of any then-effective written operating agreement and of anyfinancial statements of the limited liability company for the three mostrecent years; and

5. Unless contained in a written operating agreement, a writing setting out:

a. The amount of cash and a description and statement of the agreed value ofthe other property or services contributed by each member and which eachmember has agreed to contribute;

b. The times at which or events on the happening of which any additionalcontributions agreed to be made by each member are to be made;

c. Any right of a member to receive, or of the limited liability company tomake, distributions to a member which include a return of all or any part ofthe member's contribution; and

d. Any events upon the happening of which the limited liability company is tobe dissolved and its affairs wound up.

B. Each member has the right, upon reasonable request, to:

1. Inspect and copy any of the limited liability company records required tobe maintained by this section; and

2. Obtain from the manager or managers, or if the limited liability companyhas no manager or managers, from any member or other person with access tosuch information, from time to time upon reasonable demand (i) true and fullinformation regarding the state of the business and financial condition ofthe limited liability company, (ii) promptly after becoming available, a copyof the limited liability company's federal, state and local income taxreturns for each year, and (iii) other information regarding the affairs ofthe limited liability company, except to the extent the information demandedis unreasonable or otherwise improper under the circumstances.

C. Notwithstanding the provisions of subsections A and B, the rights of amember to obtain information as provided in such subsections may berestricted in writing in an original operating agreement or any subsequentwritten amendment to an operating agreement approved or adopted by all of themembers and in compliance with any applicable requirements of the operatingagreement.

(1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288.)