Section 10A-9A-4.07

Right of general partner and former general partner to information.

Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33:

(a) Subject to subsection (f), a general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours at a reasonable location specified by the limited partnership, required information and any other records maintained by the limited partnership regarding the limited partnership's activities and affairs and financial condition.

(b) Subject to subsection (f), each general partner and the limited partnership shall furnish to a general partner:

(1) without demand, any information concerning the limited partnership's activities and affairs and activities and affairs reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and

(2) on demand, any other information concerning the limited partnership's activities and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(c) Subject to subsections (e) and (f), on 10 days' demand made in a writing received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if:

(1) the information or writing pertains to the period during which the person was a general partner;

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

(3) the person satisfies the requirements imposed on a limited partner by Section 10A-9A-3.04(b).

(d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in Section 10A-9A-3.04(c).

(e) If a general partner dies, Section 10A-9A-7.04 applies.

(f) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as to 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 the 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 any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

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

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

(i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under Section 10A-9A-6.03(6).

(j) Any general partner who, without reasonable cause, refuses to allow any general partner or person dissociated as a general partner, or their agent or attorney to inspect or copy any records of the limited partnership to which such general partner or person disassociated as a general partner is entitled under this section, shall be personally liable to the general partner or person dissociated as a general partner for a penalty in an amount not to exceed 10 percent of the fair market value of the partnership interest of the general partner or person dissociated as a general partner, in addition to any other damages or remedy.

(Act 2016-379, §1.)