Is There A Contemporaneous Membership Requirement For LLC Inspections?

Allen Matkins
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Allen Matkins

The Nevada Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d) of [s]ection 17701.13” “[u]pon the request of a member” of the limited liability company “for purposes reasonably related to the interest of that person as a member.”  Cal. Corp. Code § 17704.10(a).  In Perry v. Stuart, 2025 WL ______________, the plaintiff was a member of the LLC both at the time of making a request for records and at the time that the member's lawyer filed a petition seeking to enforce inspection.  The defendant countered that standing was lost when the plaintiff's membership interest was redeemed.   The Court of Appeal sided with the plaintiff:

The Act does not state that a limited liability company member loses its right to request documents under section 17704.10 if it ceases being a member after making such a request.  Nor does Milestone identify any language in the statute that supports such a reading.  Indeed, the Act does not include amongst the effects of dissociation a loss of the right to request corporate records under section 17704.10 or otherwise cross-reference that provision. (§ 17706.03.).

(footnote omitted).   

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