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(Code 1981, §14-9-305, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 9.)
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.
- 59A Am. Jur. 2d, Partnership, § 601.
- 68 C.J.S., Partnership, §§ 563, 585 et seq.
No results found for Georgia Code 14-9-305.