Sec. 1-40. Records to be kept.

456 words·~2 min read·/il/chapter-805/act-180/1-40

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)Each limited liability company shall keep at the principal place of business of the company named in the articles of organization or other reasonable locations specified in the operating agreement all of the following:

(1)A list of the full name and last known address of each member setting forth the

amount of cash each member has contributed, a description and statement of the agreed value of the other property or services each member has contributed or has agreed to contribute in the future, and the date on which each became a member.

(2)A copy of the articles of organization, as amended or restated, together with

executed copies of any powers of attorney under which any articles, application, or certificate has been executed.

(3)Copies of the limited liability company's federal, State, and local income tax

returns and reports, if any, for the 3 most recent years.

(4)Copies of any then effective written operating agreement and any amendments thereto

and of any financial statements of the limited liability company for the 3 most recent years.

(b)Records kept under this Section may be inspected and copied at the request and expense of any member or legal representative of a deceased member or member under legal disability during ordinary business hours.

(c)The rights under subsection

(b)of this Section also extend to a transferee of a distributional interest, but only for a proper purpose. In order to exercise this right, a transferee must make written demand upon the limited liability company, stating with particularity the records sought to be inspected and the purpose of the demand.

(d)Within 10 days after receiving a demand pursuant to subsection (c):

(1)the company shall provide the information demanded or, in a record, a description

of the information the company will provide, stating a reasonable time within which it will be provided and the place where it will be provided; and

(2)if the company declines to provide any demanded information, the company shall

state its reasons for declining to the transferee in a record.

A transferee may exercise the rights under this subsection through a legal representative.

(e)If the company fails to comply with this Section, the person making a request or demand may file an action to compel the company to permit the inspection and copying and to obtain such other legal or equitable relief as may be proper. If the court finds that the company failed to comply with the requirements of this Section and, in the case of subsection

(c)or (d), the company acted unreasonably, the court may award the plaintiff its reasonable costs and attorney's fees incurred in bringing and prosecuting the action.