{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1028.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1028.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1028.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1028.html"}],"law_id":54212,"edition_id":1,"section_id":54212,"structure_id":13202,"section_number":"13.1-1028","catch_line":"Information and records","history":"1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288; 2016, c. 287.","full_text":"A\n\nEach 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 \u00a7 13.1-603, on a network or system to the following:1\n\nA current list of the full name and last known business address of each member, in alphabetical order;2\n\nA copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto;3\n\nCopies of the limited liability company’s federal, state and local income tax returns and reports, if any, for the three most recent years;4\n\nCopies of any then-effective written operating agreement and of any financial statements of the limited liability company for the three most recent years; and5\n\nUnless contained in a written operating agreement, a writing setting out:\n\t\t\t\ta. 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;\n\t\t\t\tb. 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;\n\t\t\t\tc. 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\n\t\t\t\td. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.B\n\nEach member has the right, upon reasonable request, to:1\n\nInspect and copy any of the limited liability company records required to be maintained by this section; and2\n\nObtain 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\n\nNotwithstanding 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.","order_by":null,"text":{"0":{"id":199080,"text":"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 \u00a7 13.1-603, on a network or system to the following:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":199081,"text":"A current list of the full name and last known business address of each member, in alphabetical order;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":199082,"text":"A copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":199083,"text":"Copies of the limited liability company’s federal, state and local income tax returns and reports, if any, for the three most recent years;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":199084,"text":"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","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":199085,"text":"Unless contained in a written operating agreement, a writing setting out:\n\t\t\t\ta. 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;\n\t\t\t\tb. 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;\n\t\t\t\tc. 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\n\t\t\t\td. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":199086,"text":"Each member has the right, upon reasonable request, to:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"B1"},"7":{"id":199087,"text":"Inspect and copy any of the limited liability company records required to be maintained by this section; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":199088,"text":"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.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"9":{"id":199089,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"ancestry":[{"id":13202,"edition_id":1,"name":"Relationship of Members to Each Other","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:44:26","date_modified":"2026-06-26 03:44:26","permalink":{"id":148823,"object_type":"structure","relational_id":13202,"identifier":"5","token":"13.1\/12\/5","url":"\/13.1\/12\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":74765,"structure_id":13202,"section_number":"13.1-1022","catch_line":"Management of limited liability company","url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","metadata":false},{"id":59774,"structure_id":13202,"section_number":"13.1-1023","catch_line":"Operating agreement","url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","metadata":false},{"id":61654,"structure_id":13202,"section_number":"13.1-1023.1","catch_line":"Remedies for breach of operating agreement by member or manager","url":"\/13.1-1023.1\/","token":"13.1\/12\/5\/13.1-1023.1","metadata":false},{"id":62304,"structure_id":13202,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","metadata":false},{"id":69370,"structure_id":13202,"section_number":"13.1-1024.1","catch_line":"General standards of conduct for a manager","url":"\/13.1-1024.1\/","token":"13.1\/12\/5\/13.1-1024.1","metadata":false},{"id":71595,"structure_id":13202,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","metadata":false},{"id":54912,"structure_id":13202,"section_number":"13.1-1026","catch_line":"Business transactions of members or managers with the limited liability company","url":"\/13.1-1026\/","token":"13.1\/12\/5\/13.1-1026","metadata":false},{"id":73291,"structure_id":13202,"section_number":"13.1-1027","catch_line":"Contributions","url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","metadata":false},{"id":54212,"structure_id":13202,"section_number":"13.1-1028","catch_line":"Information and records","url":"\/13.1-1028\/","token":"13.1\/12\/5\/13.1-1028","metadata":false}],"previous_section":{"id":73291,"structure_id":13202,"section_number":"13.1-1027","catch_line":"Contributions","url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1028\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1992, chapter 574; in 2001, chapter 548<\/a>; in 2002, chapter 288<\/a>; in 2016, chapter 287<\/a>.<\/p>","references":[{"id":73291,"section_number":"13.1-1027","catch_line":"Contributions","order_by":null,"url":"\/13.1-1027\/"},{"id":56042,"section_number":"13.1-1029","catch_line":"Sharing of profits and losses","order_by":null,"url":"\/13.1-1029\/"},{"id":73279,"section_number":"13.1-1030","catch_line":"Sharing of distributions","order_by":null,"url":"\/13.1-1030\/"},{"id":63606,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","order_by":null,"url":"\/13.1-1099.6\/"}],"refers_to":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"}],"permalink":{"id":148857,"object_type":"law","relational_id":54212,"identifier":"13.1-1028","token":"13.1\/12\/5\/13.1-1028","url":"\/13.1-1028\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1028\/","token":"13.1\/12\/5\/13.1-1028","dublin_core":{"Title":"Information and records","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1028","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each limited liability company<\/span> shall, at its discretion, either (i) keep at its principal office<\/span> or (ii) provide each member<\/span> access as an electronic record, as defined in \u00a7 13.1-603<\/a>, on a network or system to the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A current list of the full name and last known business address of each member<\/span>, in alphabetical order<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A copy of the articles of organization<\/span> and the certificate of organization, and all articles of amendment and certificates of amendment thereto; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Copies of the limited liability company<\/span>’s federal, state and local income tax returns and reports, if any, for the three most recent years; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Copies of any then-effective written operating agreement<\/span> and of any financial statements of the limited liability company<\/span> for the three most recent years; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Unless contained in a written operating agreement<\/span>, a writing setting out:\n\t\t\t\ta. The amount of cash and a description and statement of the agreed value of the other property<\/span> or services contributed by each member<\/span> and which each member<\/span> has agreed to contribute;\n\t\t\t\tb. The times at which or events on the happening of which any additional contributions<\/span> agreed to be made by each member<\/span> are to be made;\n\t\t\t\tc. Any right of a member<\/span> to receive, or of the limited liability company<\/span> to make, distributions<\/span> to a member<\/span> which include a return of all or any part of the member<\/span>’s contribution<\/span>; and\n\t\t\t\td. Any events upon the happening of which the limited liability company<\/span> is to be dissolved and its affairs wound up. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each member<\/span> has the right, upon reasonable request, to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Inspect and copy any of the limited liability company<\/span> records required to be maintained by this section; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Obtain from the manager<\/span> or managers<\/span><\/span>, or if the limited liability company<\/span> has no manager<\/span> or managers<\/span><\/span>, from any member<\/span> or other person<\/span> 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<\/span>, (ii) promptly after becoming available, a copy of the limited liability company<\/span>’s federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company<\/span>, except to the extent the information demanded is unreasonable or otherwise improper under the circumstances. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding the provisions of subsections A and B, the rights of a member<\/span> to obtain information as provided in such subsections may be restricted in writing in an original operating agreement<\/span> or any subsequent written amendment to an operating agreement<\/span> approved or adopted by all of the members<\/span> and in compliance with any applicable requirements of the operating agreement<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINFORMATION AND RECORDS (\u00a7 13.1-1028)\n\nA. Each limited liability company shall, at its discretion, either (i) keep at\nits principal office or (ii) provide each member access as an electronic record,\nas defined in \u00a7 13.1-603, on a network or system to the following:\n\n 1. A current list of the full name and last known business address of each\n member, in alphabetical order;\n\n 2. A copy of the articles of organization and the certificate of organization,\n and all articles of amendment and certificates of amendment thereto;\n\n 3. Copies of the limited liability company’s federal, state and local\n income tax returns and reports, if any, for the three most recent years;\n\n 4. Copies of any then-effective written operating agreement and of any\n financial statements of the limited liability company for the three most\n recent years; and\n\n 5. Unless contained in a written operating agreement, a writing setting out:\n \t\t\t\ta. The amount of cash and a description and statement of the agreed value\n of the other property or services contributed by each member and which each\n member has agreed to contribute;\n \t\t\t\tb. The times at which or events on the happening of which any additional\n contributions agreed to be made by each member are to be made;\n \t\t\t\tc. Any right of a member to receive, or of the limited liability company\n to make, distributions to a member which include a return of all or any part\n of the member’s contribution; and\n \t\t\t\td. Any events upon the happening of which the limited liability company is\n to be dissolved and its affairs wound up.\n\nB. Each member has the right, upon reasonable request, to:\n\n 1. Inspect and copy any of the limited liability company records required to\n be maintained by this section; and\n\n 2. Obtain from the manager or managers, or if the limited liability company\n has no manager or managers, from any member or other person with access to\n such information, from time to time upon reasonable demand (i) true and full\n information regarding the state of the business and financial condition of the\n limited liability company, (ii) promptly after becoming available, a copy of\n the limited liability company’s federal, state and local income tax\n returns for each year, and (iii) other information regarding the affairs of\n the limited liability company, except to the extent the information demanded\n is unreasonable or otherwise improper under the circumstances.\n\nC. Notwithstanding the provisions of subsections A and B, the rights of a member\nto obtain information as provided in such subsections may be restricted in\nwriting in an original operating agreement or any subsequent written amendment\nto an operating agreement approved or adopted by all of the members and in\ncompliance with any applicable requirements of the operating agreement.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288; 2016, c. 287.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}