§ 21-139 — Right of members, managers, and dissociated members to information

(RULLCA
410) (a) In a member-managed limited liability company, the following rules
apply:
(1) On reasonable notice,
a member may inspect and copy during regular business hours, at a reasonable
location specified by the company, any record maintained by the company regarding
the company's activities, financial condition, and other circumstances, to
the extent the information is material to the member's rights and duties under
the operating agreement or the Nebraska Uniform Limited Liability Company
Act.
(2)
The company shall furnish to each member:
(A) without demand, any information concerning the
company's activities, financial condition, and other circumstances which the
company knows and is material to the proper exercise of the member's rights
and duties under the operating agreement or the act, except to the extent
the company can establish that it reasonably believes the member already knows
the information; and
(B)
on demand, any other information concerning the company's activities, financial
condition, and other circumstances, except to the extent the demand or information
demanded is unreasonable or otherwise improper under the circumstances.
(3) The duty to furnish
information under subdivision (a)(2) of this section also applies to each
member to the extent the member knows any of the information described in
such subdivision.
(b)
In a manager-managed limited liability company, the following rules apply:
(1) The informational
rights stated in subsection (a) of this section and the duty stated in subdivision
(a)(3) of this section apply to the managers and not the members.
(2) During regular business
hours and at a reasonable location specified by the company, a member may
obtain from the company and inspect and copy full information regarding the
activities, financial condition, and other circumstances of the company as
is just and reasonable if:
(A) the member seeks the information for a purpose
material to the member's interest as a member;
(B) the member makes a demand in
a record received by the company, describing with reasonable particularity
the information sought and the purpose for seeking the information; and
(C) the information sought
is directly connected to the member's purpose.
(3) Within ten days after receiving
a demand pursuant to subdivision (b)(2)(B) of this section, the company shall
in a record inform the member that made the demand:
(A) of the information that the
company will provide in response to the demand and when and where the company
will provide the information; and
(B) if the company declines to provide any demanded
information, the company's reasons for declining.
(c) On ten days' demand made in
a record received by a limited liability company, a dissociated member may
have access to information to which the person was entitled while a member
if the information pertains to the period during which the person was a member,
the person seeks the information in good faith, and the person satisfies the
requirements imposed on a member by subdivision (b)(2) of this section. The
company shall respond to a demand made pursuant to this subsection in the
manner provided in subdivision (b)(3) of this section.
(d) A limited liability
company may charge a person that makes a demand under this section the reasonable
costs of copying, limited to the costs of labor and material.
(e) A member or dissociated
member may exercise rights under this section through an agent or, in the
case of an individual under legal disability, a legal representative. Any
restriction or condition imposed by the operating agreement or under subsection
(g) of this section applies both to the agent or legal representative and
the member or dissociated member.
(f) The rights under this section do not extend to
a person as transferee.
(g)
In addition to any restriction or condition stated in its operating agreement,
a limited liability company, as a matter within the ordinary course of its
activities, may impose reasonable restrictions and conditions on access to
and use of information to be furnished under this section, including designating
information confidential and imposing nondisclosure and safeguarding obligations
on the recipient. In a dispute concerning the reasonableness of a restriction
under this subsection, the company has the burden of proving reasonableness.

Legislative History

Source: Laws 2010, LB888, § 39.