Under Iowa Code 490A.709 the information obligation of Iowa LLCs and the rights to information of its members is straightforward and not unlike the corporate provisions (although probably honored in the breach). That is about to change.
Pursuant to Iowa Code 489.410 there will no longer be any requirement to maintain any certain information at the principal offices of an LLC, but it is still a good idea to do so.
The bigger change, however, is the obligation, nay, the burden placed on LLCs. The new law provides that "the company shall furnish to each member...without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter."
In a manager-managed LLC the obligation is imposed on the managers.
To put it differently, LLCs will have an affirmative duty to disclose all known information material to the member as a member.
Of course, this duty is probably always present when an entity communicates with its owners. The bigger question may be about the timing. Is the duty applicable only when an LLC communicates with its member, only when it asks the members to vote or otherwise take some action, or must an LLC communicate with its members each time it becomes aware of a material piece of information?
Section 489.110 permits LLCs to "reasonably restrict" information rights. It might make sense to restrict this duty of disclosure to those times when an LLC communicates with its members.
Members also have rights to seek information from the LLC subject to standards of reasonableness.
-Marc Ward
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