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2018 Georgia Code 14-9-305 | Car Wreck Lawyer

TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.

ARTICLE 3 LIMITED PARTNERS

14-9-305. Inspection of partnership records; information.

  1. Subject to such reasonable procedural standards as may be set forth in the partnership agreement or otherwise established by the general partners, a limited partner may, for any purpose reasonably related to the limited partner's interest as a limited partner:
    1. Upon his reasonable request during ordinary business hours inspect at the registered office of the limited partnership and copy at his expense any partnership record required to be maintained by Code Section 14-9-105;
    2. Upon his reasonable request during ordinary business hours inspect and copy at his expense other partnership books and records of account; and
    3. Obtain from the general partners from time to time upon reasonable request:
      1. True information to such extent and in such form as is reasonably related to such limited partner's interest as a limited partner, regarding the state of the business and financial condition of the limited partnership;
      2. Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and
      3. Other information regarding the affairs of the limited partnership as is just and reasonable; provided, however, that a general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the general partner in good faith believes is not in the best interests 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.
  2. If the limited partnership or a partner or agent of the limited partnership refuses to permit the inspection authorized by subsection (a) of this Code section, the limited partner demanding inspection may apply to the superior court for the county in which the registered office of the limited partnership is located, upon such notice as the court may require, for an order directing the limited partnership, its partners, or agent to show cause why an order permitting such inspection by the applicant should not be granted. The court shall hear the parties summarily, by affidavit or otherwise, and if the limited partnership fails to establish that the applicant is not entitled to such inspection, the court shall grant an order permitting such inspection, subject to any limitations which the court may prescribe, and grant such other relief, including costs and reasonable attorneys' fees, as the court may deem just and proper.

(Code 1981, §14-9-305, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 9.)

COMMENT

Note to Georgia Revised Uniform Limited Partnership Act This section sets forth a limited partner's right to obtain information from and inspect documents of the partnership, and the means of enforcing this right.

Prior Georgia Law Section 14-9A-42 provides for a right to "full information" on demand and to inspect and copy partnership books.

Comparison With Official RULPA Subsection (a) goes beyond RULPA in clarifying that the inspection right is subject to a proper purpose limitation and to reasonable agreed restrictions as to inspection procedures. This language is based on Section 17-305 of the Delaware Uniform Limited Partnership Act, Del. Code Ann. tit. 6 Section 17-305 (Supp. 1986). Subsection (a) also departs from RULPA in distinguishing between the records required to be maintained by Section 14-9-105, which must be made available at the partnership's registered office, and other accounting records, which need not be made available at any particular place. Note that there is no duty to keep records at any particular place. Also, subsection (a)(2) is limited to accounting records, so that a limited partner has no right under this provision to roam at will through the partnership's documents (although he may have such a right in connection with derivative or accounting litigation). Finally, subsection (a) clarifies that the inspecting partner must bear the expenses of copying.

Subsection (b) is based on Section 14-2-122(d). An important difference from that provision is that the burden of proof is on the resisting partnership.

Cross-References Duty to maintain registered office: § 14-9-104. Duty to keep certain information: § 14-9-105. Duty to disclose address of initial registered office in certificate: § 14-9-201.

RESEARCH REFERENCES

Am. Jur. 2d.

- 59A Am. Jur. 2d, Partnership, § 601.

C.J.S.

- 68 C.J.S., Partnership, §§ 563, 585 et seq.

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