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California Law (Last Updated: March 4, 2014) |
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Corporations Code - CORP |
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Title 2. PARTNERSHIPS |
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Chapter 5.5. Uniform Limited Partnership Act of 2008 |
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ARTICLE 3. Limited Partners |
Section 15903.04.
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(a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to be maintained pursuant to Section 15901.11 during regular business hours in the limited partnership's designated office. The limited partner need not have any particular purpose for seeking the information.
(b) Subject to subdivision (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership, which may be transmitted via electronic transmission, and inspect and copy true and full information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities 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) Within 10 days after receiving a demand pursuant to subdivision (b), the limited partnership in a record 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; and
(3) if the limited partnership declines to provide any demanded information, the limited partnership's reasons for declining.
(d) Subject to subdivision (f), a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office 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 meets the requirements of subdivision (b).
(e) The limited partnership shall respond to a demand made pursuant to subdivision (d) in the same manner as provided in subdivision (c).
(f) If a limited partner dies, Section 15907.04 applies.
(g) The limited partnership shall have the right to keep confidential from limited partners for such period of time as the limited partnership deems reasonable, any information which 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 business or which the limited partnership is required by law or by agreement with a third party to keep confidential.
(h) The limited partnership may impose reasonable restrictions on the use of information obtained under this section. In a dispute concerning the reasonableness of a restriction under this subdivision, the limited partnership has the burden of proving reasonableness.
(i) 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.
(j) Whenever this chapter or a partnership agreement provides for a limited partner to give or withhold consent to a matter, before the consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information material to the limited partner's decision that the limited partnership knows.
(k) 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 subdivision (g), subdivision (h) 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.
(l) 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.