§ 17-29-410 — Right of members, managers and dissociated members to information

(a) In a member-managed limited liability company, the
following rules apply:
(i) 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 this chapter;
(ii) The company shall furnish to each member:
(A) On 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 this chapter, 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.
(iii) The duty to furnish information under paragraph
(ii) of this subsection also applies to each member to the
extent the member knows any of the information described in
paragraph (ii) of this subsection.
(b) In a manager-managed limited liability company, the
following rules apply:
(i) The informational rights stated in subsection (a)
of this section and the duty stated in paragraph (a)(iii) of
this section apply to the managers and not the members;
(ii) 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.
(iii) Within ten (10) days after receiving a demand
pursuant to subparagraph (ii)(B) of this subsection, 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.
(iv) Whenever this chapter or an operating agreement
provides for a member to give or withhold consent to a matter,
before the consent is given or withheld, the company shall, upon
demand, provide the member with all information that is known to
the company and is material to the member's decision.
(c) On ten (10) 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 paragraph (b)(ii) of this section. The company
shall respond to a demand made pursuant to this subsection in
the manner provided in paragraph (b)(iii) 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.