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I am a member of a LLC and the operating agreement says "Any…

I am a member of...
I am a member of a LLC and the operating agreement says "Any member may inspect any and all records maintained by the LLC". The company lawyer says "Section 1102 of the New York Limited Liability Company law defines those “books and records” that a member may review." and is refusing other records. I am asking for the Quickbooks accounting file. Doesn't the operating agreement take precedence? Am I allowed to inspect the accounting records?
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Answered in 1 hour by:
4/11/2017
Richard - Bizlaw
Category: Business Law
Satisfied Customers: 10,841
Experience: 30 years of corporate, litigation and international law
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Hello, my name is ***** ***** I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for.

I have quoted the relevant language from the statute below.

"Any member may, subject to reasonable standards as may be set forth in, or pursuant to, the operating agreement, inspect and copy at his or her own expense, for any purpose reasonably related to the member's interest as a member, the records referred to in subdivision (a) of this section, any financial statements maintained by the limited liability company for the three most recent fiscal years and other information regarding the affairs of the limited liability company as is just and reasonable."

Unless they can justify their refusal on the basis that it is unjust and unreasonable, they cannot prevent you from inspcecting what is allowed in the operating agreement. The statute says "other information regarding the affairs of the limited liability company" and what you requested would fall under other information.

If I have answered all your questions, please highly rate my answer as that is how I receive credit. If you have more questions, please let me know. If the answer was especially helpful you can provide a bonus

Richard - Bizlaw
Category: Business Law
Satisfied Customers: 10,841
Experience: 30 years of corporate, litigation and international law
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Thank you for positively rating my answer. I am glad I could be of help. If you have questions in the future please ask for me Richard - Bizlaw.

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Customer reply replied 1 year ago
Thank you - I have a few follow-on questions:
1. They are asking for a reason. Do I need to supply one? They owe me money and claim they have none. I am trying to verify.
2. Does the operating agreement take precedence when it says "all records"?

You can give them a reason as that is a reasonable reason for seeing the records. The operating agreement takes precedence.

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