2013 Kentucky Revised Statutes CHAPTER 362 - PARTNERSHIPS Subchapter 2 - Kentucky Uniform Limited Partnership Act (2006) 2.2-304 Right to information of limited partner and formed limited partner.
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362.2-304 Right to information of limited partner and formed limited partner.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
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.
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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