7-13.1-304. Rights to information of limited partner and person dissociated as limited partner.
(a) On ten (10) days’ demand, made in a record received by the limited partnership, a
limited partner may inspect and copy required information during regular business
hours in the limited partnership’s principal office. The limited partner need not
have any particular purpose for seeking the information.
(b) During regular business hours and at a reasonable location specified by the limited
partnership, a limited partner may inspect and copy information regarding the activities,
affairs, financial condition, and other circumstances 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 record 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) Not later than ten (10) days after receiving a demand pursuant to subsection (b) of
this section, the limited partnership shall inform in a record the limited partner
that made the demand of:
(1) What information the partnership will provide in response to the demand and when and
where the partnership will provide the information; and
(2) The partnership’s reasons for declining, if the partnership declines to provide any
demanded information.
(d) Whenever this chapter or a partnership agreement provides for a limited partner to
vote on or give or withhold consent to a matter, before the vote is cast or consent
is given or withheld, the limited partnership shall, without demand, provide the limited
partner with all information that is known to the partnership and is material to the
limited partner’s decision.
(e) Subject to subsection (j) of this section, on ten (10) days’ demand made in a record
received by a limited partnership, a person dissociated as a limited partner may have
access to information to which the person was entitled while a limited partner if:
(1) The information pertains to the period during which the person was a limited partner;
(2) The person seeks the information in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by subsection (b)
of this section.
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of
this section in the manner provided in subsection (c) of this section.
(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 limited partner or person dissociated as a limited partner may exercise the 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 partnership agreement
or under subsection (j) of this section applies both to the agent or legal representative
and to the limited partner or person dissociated as a limited partner.
(i) Subject to § 7-13.1-704, the rights under this section do not extend to a person as transferee.
(j) In addition to any restriction or condition stated in its partnership agreement, a
limited partnership, as a matter within the ordinary course of its activities and
affairs, 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 partnership has the burden of proving reasonableness.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
