§ 23-18-4-8 — Records; inspection; full disclosure; omissions

(a) A limited liability company must keep at its
principal office the following records and information:
(1) A list with the full name and last known mailing address of
each member and manager, if any, of the limited liability
company from the date of organization.
(2) A copy of the articles of organization and all amendments.
(3) Copies of the limited liability company's federal, state, and
local income tax returns and financial statements, if any, for the
three (3) most recent years, or if the returns and statements were
not prepared, copies of the information and statements provided
to or that should have been provided to the members to enable
them to prepare their federal, state, and local tax returns for the
same period.
(4) Copies of any written operating agreements and all
amendments and copies of any written operating agreements no
longer in effect.
(5) Unless otherwise set forth in a written operating agreement, a
writing setting out the following:
(A) The amount of cash, if any, and a statement of the agreed
value of other property or services contributed by each member
and the times at which or events upon the happening of which
any additional contributions agreed to be made by each member
are to be made.
(B) The events, if any, upon the happening of which the limited
liability company is to be dissolved and its affairs wound up.
(C) Other writings, if any, required by the operating agreement.
(b) A member may, at the member's own expense, inspect and copy
the limited liability company records described in subsection (a) where
the records are located during ordinary business hours if the member
gives the limited liability company written notice of the member's
request at least five (5) business days before the date on which the
member wishes to inspect and copy the records.
(c) Unless greater rights of access to records or other information
are provided in a written operating agreement, members or managers,
if any, shall give to the extent the circumstances allow just, reasonable,
true, and full information of all things affecting the members to any
member or to the legal representative of any deceased member or of
any member under legal disability upon reasonable demand for any
purpose reasonably related to a member's interest as a member of the
limited liability company.
(d) If a limited liability company is managed by one (1) or more
managers, a member or the legal representative of a deceased member
or a member under a legal disability may obtain information under
subsection (c) only if:
(1) the member makes the request at least five (5) business days
before the date on which the member wishes to obtain the
information;
(2) the member makes the request in good faith and for a proper
purpose;
(3) the member describes with reasonable particularity the
member's purpose and the information that the member wishes to
obtain; and
(4) the information is directly connected to the member's purpose.
(e) Failure of the limited liability company to keep or maintain the
records or information required by this section is not grounds for
imposing liability on any member for the debts and obligations of the
limited liability company.

Legislative History

As added by P.L.8-1993, SEC.301. Amended by P.L.130-2006, SEC.28; P.L.1-2007, SEC.163.