KRS § 275.185 — KY Code / Title XXIII / Chapter 275 / Section 275.185
275.185 Required records -- Inspection right of member -- Limitations upon use of records
Status: in_force

275.185 Required records -- Inspection right of member -- Limitations upon use of

records.

(1) A limited liability company shall keep at its principal office or other location as set

forth in a written operating agreement, the following:

(a) A current list, and all past lists, setting forth the full name and last known

mailing address of each member and, if any, each manager;

(b) A copy of the articles of organization and all amendments thereto, together

with executed copies of any power of attorney pursuant to which any articles

of amendment have been executed;

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

returns and financial statements, if any, for the three (3) most recent years or,

if those returns and statements were not prepared, copies of the information

and statements provided to, or which should have been provided to, the

members to enable them to prepare their federal, state, and local tax returns

for those years;

(d) Copies of any effective written operating agreements and all amendments

thereto, and copies of any written operating agreements no longer in effect;

and

(e) Unless contained in writing in an operating agreement:

1. A writing setting forth the amount of cash, if any, and a statement of the

agreed value of other property or services, if any, contributed by each

member and the times at which or events upon the happening of which

any additional contributions are to be made;

2. A writing stating events, if any, upon the happening of which the limited

liability company is to be dissolved and its affairs wound up; and

3. Other writings, if any, prepared pursuant to a requirement, if any, in an

operating agreement.

(2) Subject to subsection (5) of this section, upon reasonable written request to the

limited liability company, a member may, at the member's own expense, inspect and

copy during ordinary business hours any limited liability company record, where the

record is located or at a reasonable location.

(3) Members, if the management of the limited liability company is vested in the

members, or managers, if management of the limited liability company is vested in

managers, shall render, to the extent the circumstances render it just and reasonable,

true and full information of all matters affecting the members to any member, and

the member's agent, and to the legal representative of any deceased member or of

any member under legal disability.

(4) Failure of the limited liability company to keep or maintain any of the records or

information required pursuant to this section shall not be grounds for imposing

liability on any member or manager for the debts and obligations of the limited

liability company.

(5) A written operating agreement may impose reasonable limitations upon the

inspection and use of any record of or information with respect to a limited liability

company. Except as to limitations set forth in a written operating agreement to

which a member requesting information has assented, the limited liability company

bears the burden of proof in demonstrating the reasonableness of any restrictions

imposed.