N.D. Cent. Code § 10-32.1-42

10-32.1-42. Right of members, managers, governors, and dissociated members to

information.

1. In a member-managed or board-managed limited liability company, the following rules

apply:

a. On reasonable notice, a member may inspect and copy during regular business

hours, at a reasonable location specified by the company, any record maintained

by the company regarding the activities, financial condition, and other

circumstances of the company, to the extent the information is material to the

rights and duties of the member under the operating agreement or this chapter.

b. The company shall furnish to each member:

(1) Without demand, any information concerning the activities, financial

condition, and other circumstances of the company which the company

knows and is material to the proper exercise of the rights and duties of the

member under the operating agreement or this chapter, except to the extent

the company can establish that it reasonably believes the member already

knows the information; and

(2) On demand, any other information concerning the activities, financial

condition, and other circumstances of the company, except to the extent the

demand or information demanded is unreasonable or otherwise improper

under the circumstances.

c. The duty to furnish information under subdivision b also applies to each member

to the extent the member knows any of the information described in subdivision b.

2. In a manager-managed limited liability company, the following rules apply:

a. The informational rights stated in subsection 1 and the duty stated in

subdivision c of subsection 1, apply to the managers or governors and not the

members.

b. During regular business hours and at a reasonable location specified by the

company, a member may obtain from the company and inspect and copy full

information regarding the activities, financial condition, and other circumstances

of the company as is just and reasonable if:

(1) The member seeks the information for a purpose material to the interest of

the member as a member;

(2) The member makes a demand in a record received by the company,

describing with reasonable particularity the information sought and the

purpose for seeking the information; and

(3) The information sought is directly connected to the purpose of the member.

c. Within ten days after receiving a demand pursuant to paragraph 3 of

subdivision b, the company shall in a record inform the member that made the

demand:

(1) Of the information that the company will provide in response to the demand

and when and where the company will provide the information; and

(2) If the company declines to provide any demanded information, then the

reasons of the company for declining.

d. Whenever this chapter or an operating agreement provides for a member to give

or withhold consent to a matter, before the consent is given or withheld, the

company shall, without demand, provide the member with all information that is

known to the company and is material to the decision of the member.

3. On ten days' demand made in a record received by a limited liability company, a

dissociated member may have access to information to which the person was entitled

while a member if the information pertains to the period during which the person was a

member, the person seeks the information in good faith, and the person satisfies the

requirements imposed on a member by subdivision b of subsection 2. The company

shall respond to a demand made pursuant to this subsection in the manner provided in

subdivision c of subsection 2.

4. A limited liability company may charge a person that makes a demand under this

section the reasonable costs of copying, limited to the costs of labor and material.

5. A member or dissociated member may exercise rights under this section through an

agent or, in the case of an individual under legal disability, a legal representative. Any
the manner provided in

subdivision c of subsection 2.

4. A limited liability company may charge a person that makes a demand under this

section the reasonable costs of copying, limited to the costs of labor and material.

5. A member or dissociated member may exercise rights under this section through an

agent or, in the case of an individual under legal disability, a legal representative. Any

restriction or condition imposed by the operating agreement or under subsection 7

applies both to the agent or legal representative and the member or dissociated

member.

6. The rights under this section do not extend to a person as transferee.

7. In addition to any restriction or condition stated in its operating agreement, a limited

liability company, as a matter within the ordinary course of its activities, may impose

reasonable restrictions and conditions on access to and use of information to be

furnished under this section, including designating information confidential and

imposing nondisclosure and safeguarding obligations on the recipient. In a dispute

concerning the reasonableness of a restriction under this subsection, the company has

the burden of proving reasonableness.