2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 3 - Finance
48-249-308 - Right to information.

48-249-308. Right to information.

(a)  General.  An LLC shall provide members, and their agents and attorneys, access to its records at the LLC's principal executive office or other reasonable location specified in the LLC documents. An LLC shall provide former members, and their agents and attorneys, access to records for proper purposes pertaining to the periods during which they were members. The right of access provides the opportunity to inspect or copy records during ordinary business hours, if the member, or its agent or attorney, gives the LLC written notice of such demand at least five (5) business days before the date on which the member, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished under this subsection (a), except that copies of the LLC documents and records required to be maintained under § 48-249-406 shall be copied upon demand and at the LLC's expense.

(b)  Members.  An LLC shall furnish to a member and to the personal representative of a deceased member or member under legal disability:

     (1)  Without demand, information reasonably required to comply with the requirements of either federal or state tax laws concerning the member's financial rights, if any, and information concerning the LLC's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the LLC documents or this chapter; and

     (2)  On written demand, other information concerning the LLC's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c)  Holders of financial rights.  Holders of financial rights, and their agents and attorneys, shall have a limited right of access, in order to obtain information reasonably required to comply with the requirements of either federal or state tax laws concerning their financial rights. The right of access provides the opportunity to inspect or copy records for such purpose during ordinary business hours, if the holder of financial rights, or its agent or attorney, gives the LLC written notice of a demand to inspect or copy the records at least five (5) business days before the date on which the holder of financial rights, or its agent or attorney, wishes to inspect or copy. An LLC may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.

(d)  Remedies.  If an LLC does not allow a member that complies with subsection(a), or a holder of financial rights that complies with subsection (c), as applicable, to inspect or copy any records required by the applicable subsection to be available for inspection, a court in the county in which the principal executive office of the LLC, or, if none in this state, its registered office, is located may summarily order inspection or copying of the records demanded, at the expense of the LLC, on application of such member or holder of financial rights, as applicable. If the court orders inspection or copying of the records demanded, it shall also order the LLC to pay the costs, including reasonable attorneys fees, of the member or holder of financial rights, as applicable, incurred to obtain the order, if the member or holder of financial rights proves that the LLC refused inspection without a reasonable basis for doubt regarding the right of the member or holder of financial rights to inspect the records demanded. If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member or holder of financial rights, as applicable.

[Acts 2005, ch. 286, § 1.]