§ 347.091 — Items required to be kept at principal place of business — rights of members — failure to deliver items to secretary, penalty.

Missouri § 347.091

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 347: Limited Liability Companies — Merger and Consolidation of Business Organizations

Text

1.  The limited liability company shall keep at its principal place of business, the following:

(1)  A current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order;

(2)  A copy of the articles of organization and all articles of amendment thereto, together with executed copies of any powers of 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 the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for such period;

(4)  Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect;

(5)  Copies of any financial statements of the limited liability company for the three most recent years;

(6)  Unless contained in a written operating agreement, a writing setting out:

(a)  The amount of cash 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)  Information that would enable a member to determine the relative voting rights of the members on a particular matter if such voting rights are other than on a per capita basis; and

(c)  Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up;

(7)  Copies of any written promise by a member to make a contribution to the limited liability company;

(8)  Copies of any written consents by the members to the admission of any person as a member of the limited liability company;

(9)  Copies of any written consents by the members to continue the limited liability company upon an event of withdrawal of any member;

(10)  Copies of any other instruments or documents reflecting matters required to be in writing pursuant to the operating agreement.

2.  Each member may:

(1)  Inspect and copy during ordinary business hours, at the reasonable request and at the expense of such member, any of the limited liability company records required to be kept by subsection 1 of this section;

(2)  From time to time upon reasonable demand, obtain true and full information regarding the state of the business and financial condition of the limited liability company;

(3)  Have an accounting of the affairs of the limited liability company whenever circumstances render it just and reasonable.

3.  The secretary may request in writing that the limited liability company forward to him a complete copy of the current, past, or both, limited liability company lists kept pursuant to subdivision (1) of subsection 1 of this section without cost to the secretary.  Any authorized person who has possession or control of such list and who fails to deliver the list to the secretary within twenty days after receiving written demand therefor may be individually subject to a civil penalty in the amount of fifty dollars per day for each day the list has not been delivered to the secretary, but not to exceed ten thousand dollars, such penalty to be assessed and collected by the secretary, and prosecuted criminally with any resulting conviction being a class A misdemeanor.

4.  Failure of the limited liability company to keep any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.

Legislative History

(L. 1993 S.B. 66 & 20 § 359.751) Effective 12-01-93