2005 North Carolina Code - General Statutes § 57C-3-04. Members\' access to information; records.

§ 57C‑3‑04.  Members' access to information; records.

(a)       Each member has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be set forth in the articles of organization or a written operating agreement, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member:

(1)       Information regarding the status of the business and the financial condition of the limited liability company;

(2)       Promptly after becoming available, a copy of the limited liability company's federal, State, and local income tax returns for each year;

(3)       A current list of the name and last known business, residence, or mailing address of each member;

(4)       A copy of the articles of organization and any written operating agreement and all amendments thereto, together with copies of any written powers of attorney pursuant to which the articles of organization, operating agreement, and all amendments thereto have been executed;

(5)       Information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member, and the property and services that each member has agreed to contribute in the future, and the date on which each became a member; and

(6)       Such other information regarding the affairs of the limited liability company as is just and reasonable.

(b)       A limited liability company may maintain its records in other than written form if the form is capable of conversion into written form within a reasonable time.

(c)       Any demand under this section shall (i) be in writing, (ii) be made in good faith and for a proper purpose, and (iii) describe with reasonable particularity the purpose and the records or information desired.

(d)       Failure of the limited liability company to keep or maintain 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.

(e)       The managers shall have the right to keep confidential from members who are not managers, for such period of time as the managers deem reasonable, any information which the managers reasonably believe to be in the nature of trade secrets or other information the disclosure of which the managers in good faith believe is not in the best interest of the limited liability company. The authority authorized in this subsection may be vested in directors instead of managers to the extent provided in the articles of organization or a written operating agreement. (1993, c. 354, s. 1; 2001‑387, s. 66; 2001‑487, s. 62(i).)