Virginia Code 13.1-1028: Information and records
A. Each limited liability company shall, at its discretion, either (i) keep at its principal office or (ii) provide each member access as an electronic record, as defined in § 13.1-603, on a network or system to the following:
Terms Used In Virginia Code 13.1-1028
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means all documents constituting, at any particular time, the articles of organization of a limited liability company. See Virginia Code 13.1-1002
- Contribution: means any cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a member contributes to a limited liability company in his capacity as a member. See Virginia Code 13.1-1002
- in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement. See Virginia Code 13.1-1002
- Member: means a person that has been admitted to membership in a limited liability company as provided in § 13. See Virginia Code 13.1-1002
- Operating agreement: means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 13. See Virginia Code 13.1-1002
- Person: includes a protected series. See Virginia Code 13.1-1002
- Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. See Virginia Code 13.1-1002
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
- Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Virginia Code 13.1-1002
1. A current list of the full name and last known business address of each member, in alphabetical order;
2. A copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto;
3. Copies of the limited liability company’s federal, state and local income tax returns and reports, if any, for the three most recent years;
4. Copies of any then-effective written operating agreement and of any financial statements of the limited liability company for the three most recent years; and
5. Unless contained in a written operating agreement, a writing setting out:
a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute;
b. The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made;
c. Any right of a member to receive, or of the limited liability company to make, distributions to a member which include a return of all or any part of the member’s contribution; and
d. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.
B. Each member has the right, upon reasonable request, to:
1. Inspect and copy any of the limited liability company records required to be maintained by this section; and
2. Obtain from the manager or managers, or if the limited liability company has no manager or managers, from any member or other person with access to such information, from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited liability company, (ii) promptly after becoming available, a copy of the limited liability company’s federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company, except to the extent the information demanded is unreasonable or otherwise improper under the circumstances.
C. Notwithstanding the provisions of subsections A and B, the rights of a member to obtain information as provided in such subsections may be restricted in writing in an original operating agreement or any subsequent written amendment to an operating agreement approved or adopted by all of the members and in compliance with any applicable requirements of the operating agreement.
1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288; 2016, c. 287.