2017 Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 32 - Small Business Entity Tax Pass Through Act
Subchapter 4 - Rights and Duties of Members and Managers
§ 4-32-405. Records and information
- (a) Unless otherwise provided in writing in an operating agreement, a 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 amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed;
- (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 those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state, and local tax returns for the period;
- (4) Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect; and
- (5) Unless contained in writing in an operating agreement:
- (A) A writing, if any, setting forth 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 are to be made by each member;
- (B) A writing, if any, stating events upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and
- (C) Other writings, if any, prepared pursuant to a requirement in an operating agreement.
- (b) Upon reasonable request, a member may, at the member's own expense, inspect and copy during ordinary business hours any limited liability company record, wherever the record is located.
- (c) Members, if the management of the limited liability company is vested in the members, or managers, if management of the limited liability company is vested in managers, shall render, to the extent the circumstances render it just and reasonable, true and full information of all things affecting the members to any member and to the legal representative of any deceased member or of any member under legal disability.
- (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 member or manager for the debts and obligations of the limited liability company.
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