ARS Section 29-3410 Records to be Kept; Rights to Information and Records of Member, Manager & Person Dissociated as Member

ARS Section 29-3410 Records to be Kept; Rights to Information and Records of Member, Manager & Person Dissociated as Member2018-05-23T13:01:15+00:00

A. A limited liability company shall keep all of the following:

1. a current list of the full name and last known address of each member and manager.

2. a copy of the Articles of Organization and all amendments to the Articles of Organization.

3. a copy of all current and prior written operating agreements and amendments to all current and prior written operating agreements.

4. any record of a member’s obligation to make a capital contribution to the company.

5. a copy of the company’s federal, state and local income tax returns and reports, if any, for the three most recent years.

6. a copy of the company’s financial statements, if any, for the three most recent years.

B. During regular business hours and at a reasonable location specified by the limited liability company, a member or manager may inspect and copy the records described in subsection A of this Section and any other company record regarding the activities, affairs, financial condition and other circumstances of the company as is just and reasonable if all of the following apply:

1. the member or manager seeks the records for a purpose reasonably related to the rights and duties of the member or manager under the operating agreement or this Chapter.

2. the member or manager makes a demand in a record received by the company describing with reasonable particularity the records sought and the purpose for seeking the records.

3. the records sought are directly connected to the member’s or manager’s purpose.

C. not later than ten days after receiving a demand pursuant to subsection B, paragraph 2 of this Section, the limited liability company shall inform in a record the member or manager that made the demand of:

1. the records that the company will make available in response to the demand and when and where the company will make the records available.  The time and location may not be unreasonable under the circumstances.

2. the reasons for declining if the company declines to provide any demanded records.

D. Whenever this Chapter or the operating agreement provides for a member or manager to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited liability company, without demand, shall provide the member or manager with all information that is known to the company and all records in the company’s possession that are material to the member’s or manager’s decision except to the extent the company reasonably believes that the member or manager already knows the information or is in possession of the records.

E. To the extent that some or all of a limited liability company’s records are maintained by a member or manager, the member or manager shall make those records available to the company as necessary for the company to satisfy its obligations pursuant to this Section.

F. Subject to subsection l of this Section, on ten days’ demand made in a record received by a limited liability company, a person dissociated as a member may have access to the records to which the person was entitled while a member if all of the following apply:

1. the records pertain to the period during which the person was a member.

2. the person seeks the records in good faith.

3. the person satisfies the requirements imposed on a member by subsection B of this Section.

G. A limited liability company shall respond to a demand made pursuant to subsection F of this Section in the manner provided in subsection C of this Section.

H. A limited liability company may charge a person that makes a demand under this Section the reasonable costs of copying, limited to the costs of labor and material.

I. A member or person dissociated as a member may exercise the rights under this Section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection K of this Section applies both to the agent or legal representative and to the member or person dissociated as a member.

J. Subject to Sections 29-3502 and 29-3504, the rights under this Section do not extend to a person as transferee.

K. In addition to any restriction or condition stated in its operating agreement, a limited liability company may impose reasonable restrictions and conditions on access to and use of information to be furnished and records to be made available under this Section, including designating information and records confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.

L. If a dispute arises regarding a member’s or manager’s right under this Section to obtain information or inspect or copy a record, or regarding whether any restriction imposed by the limited liability company on a member’s or manager’s right to obtain, inspect, copy or use any such information or record is unreasonable, the court may award the successful party reasonable expenses, including reasonable attorney fees and costs.

Note:  This statute is effective for all Arizona LLCs formed after August 31, 2019, and all Arizona LLCs after August 31, 2020.  The text above shows the statute as of April 10, 2018.  To see if the Arizona legislature modified this statute after April 10, 2018, go the the Arizona legislature's website for Title 29, Chapter 7.