                                 CODE OF VIRGINIA

INFORMATION AND RECORDS (§ 13.1-1028)

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:

   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&#8217;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&#8217;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&#8217;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.

HISTORY: 1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288; 2016, c. 287.