Section 10A-9A-3.04

Right of limited partner and former limited partner to information.

Notwithstanding the provisions of Sections 10A-1-3.32 and 10A-1-3.33:

(a) Subject to subsection (g), on 10 days' demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information.

(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership as is just and reasonable if:

(1) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner;

(2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(3) the information sought is directly connected to the limited partner's purpose.

(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand:

(1) what information the limited partnership will provide in response to the demand;

(2) when and where the limited partnership will provide the information;

(3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining; and

(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).

(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership if:

(1) the required information pertains to the period during which the person was a limited partner;

(2) the person seeks the required information in good faith; and

(3) the person meets the requirements of subsection (b).

(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).

(f) If a limited partner dies, Section 10A-9A-7.04 applies.

(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may:

(1) 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; and

(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential.

In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. Any general partner, or any agent, officer or employee of a general partner or any agent of a limited partnership, who, without reasonable cause, refuses to allow any limited partner or the limited partner's agent or attorney to inspect or copy any information of the limited partnership to which such limited partner is entitled under subsection (a) or (b) shall be personally liable to the limited partner for a penalty in an amount not to exceed ten percent of the fair market value of the limited partnership interest of the limited partner in addition to any other damages or remedy.

(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner.

(j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.

(Act 2016-379, §1.)