2011 Kentucky Revised Statutes Subchapter 2 Kentucky Uniform Limited Partnership Act (2006) 362.2.304 Right to information of limited partner and formed limited partner.
KY Rev Stat § 362.2.304 (1996 through Reg Sess) What's This?
362.2-304 Right to information of limited partner and formed limited partner.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
On ten (10) days' demand, made in a record received by the limited partnership, a
limited partner may inspect and copy during regular business hours in the limited
partnership's designated office the information required by KRS 362.2-111. A
limited partner making demand pursuant to this subsection need not demonstrate,
state, or have any particular purpose for seeking the information.
A limited partner, during regular business hours and at a reasonable location
specified by the limited partnership, may obtain from the limited partnership 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:
(a) The limited partner seeks the information for a purpose reasonably related to
the partner's interest as a limited partner;
(b) 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
(c) The information sought is directly connected to the limited partner's purpose.
Within ten (10) days after receiving a demand pursuant to subsection (2) of this
section, the limited partnership shall in a record inform the limited partner that
made the demand:
(a) What information the limited partnership will provide in response to the
demand;
(b) When and where the limited partnership will provide that information; and
(c) If the limited partnership declines to provide any demanded information, the
limited partnership's reasons for declining.
Subject to subsection (6) of this section, a person dissociated as a limited partner
may inspect and copy during regular business hours in the limited partnership's
designated office the information required by KRS 362.2-111 if:
(a) The information pertains to the period during which the person was a limited
partner;
(b) The person seeks the information in good faith; and
(c) The person meets the requirements of subsection (2) of this section.
The limited partnership shall respond to a demand made pursuant to subsection (4)
of this section in the same manner as provided in subsection (3) of this section.
If a limited partner dies, then KRS 362.2-704 applies.
The limited partnership may impose reasonable limitations on the use of
information obtained under this section. In a dispute concerning the reasonableness
of a restriction under this subsection, the limited partnership has the burden of
proving reasonableness.
(8)
A limited partnership may charge a limited partner or person dissociated as a
limited partner who makes a demand under this section reasonable costs of copying,
limited to the costs of labor and material.
(9) Whenever this subchapter 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 that the limited partnership knows and is material to the limited
partner's decision.
(10) A limited partner or person dissociated as a limited partner may exercise the rights
under this section through an attorney or other agent. In that event, any limitations
on availability and use under subsection (7) of this section apply both to the limited
partner or person and to the attorney or other agent.
(11) The rights stated in this section do not extend to a transferee, but:
(a) Subsection (4) of this section creates rights for a person dissociated as a
limited partner;
(b) Subsection (6) of this section recognizes the rights of the executor or
administrator of a deceased limited partner; and
(c) The rights under this section extend to the legal representative of an individual
under legal disability who is a limited partner or person dissociated as a
limited partner.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 118, effective July 12, 2006.
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