Title 11: Corporations, Partnerships and Associations
Chapter 21: LIMITED LIABILITY COMPANIES
11 V.S.A. § 3058. Member's right to information
§ 3058. Member's right to information
(a) Each member or former member, his or her agents or attorneys, has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished and at what time and location, as may be set forth in the articles of organization, an operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the company from time to time and upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company during the period in which he or she was a member:
(1) information regarding the status of the business and the financial condition of the company;
(2) promptly after becoming available, a copy of the company's federal, state and local income tax returns and financial statements, if any, for the three most recent years or, if such 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 or the owners of financial rights to enable them to prepare their federal, state and local tax returns for such period;
(3) a current list of the name and last known business, residence or mailing address of each member and manager;
(4) a copy of the articles of organization and any 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 description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each member became a member; and
(6) such other information regarding the affairs of the limited liability company that is just and reasonable.
(b) A company may impose a reasonable charge, limited to the costs of labor and material, for copies of records or other information furnished under this section.
(c) A company may maintain its records in other than written form if such form is capable of conversion into written form within a reasonable time or into an electronic form that may be prescribed by the secretary of state.
(d) Any demand under this section shall:
(1) be in writing;
(2) be made in good faith and for a proper purpose; and
(3) describe with reasonable particularity the purpose and the records or information desired.
(e) A company shall furnish to a member and to the legal representative of a deceased member or member under legal disability:
(1) without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and duties under the operating agreement or this chapter; and
(2) on demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(f) Failure of the 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 company.
(g) 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 company. (Added 1995, No. 179 (Adj. Sess.), § 4; amended 2007, No. 190 (Adj. Sess.), § 76, eff. June 6, 2008.)