Legal Question in Investment Law in Virginia

As an investor of a LLC, can I ask for company past financial information before I joined the company. I become an investor in 2008, at that time I did not ask for any prior financial information.

Can I ask for the 2007 financial? or since I was not a investor in 2007 and did not ask for them in 2008 when I become an investor, I can't ask for them now. Or what rights do I have under the law if the president refuses to provide me the 2007 financials.

Thanks you in advance for your help

Asked on 4/08/10, 1:22 pm

1 Answer from Attorneys

Jonathon Moseley Moseley & Associates Law Firm

Yes, of course. You have a right to see anything that might affect your investment, your money at risk now, and any opportunities or risks to your money looking forward.

Past year financial statements may very well provide information about the future, such as trends. It may be difficult to understand the current year's financial statements without putting them in context of the activity over time.

The other members of the LLC and managers have a "fiduciary duty" to you and your investment risks. So it does not matter whether the records are before or after you invested. Anything that might affect your current investment and your future prospects is information that you ahve a right to know.

Again, this is true under a general, non-specific "fiduciary duty" which will not identify or explain in detail any of this. It is a general concept.

However, your investment might also be regulated under both Virginia and Federal laws governing investments. They might say that teh LLC is exempt because it is too small or for some other reason. But if they are not exempt from regulation by the Federal SEC or Virginia State Corporation Commission, there are a great many rules and regulations that will apply. And I am sure that these very specific regulations would also give you the right to any past financial information.

NOTE: You also will have a "fiduciary duty" to the LLC. So if you receive any such information, you must treat it as confidential. THe President might be worried about information being confidential.

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Answered on 4/17/10, 7:04 pm

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