Notwithstanding the provisions of Sections corporation, professional corporation, or real estate investment trust” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-1-3.32 and person‘s right of inspection” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-1-3.33:

(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership. The limited partner need not have any particular purpose for seeking the information.
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Terms Used In Alabama Code 10A-9A-3.04

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • GENERAL PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
  • LIMITED PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a limited partner under Section 10A-9A-3. See Alabama Code 10A-9A-1.02
  • partner: means a limited partner or general partner. See Alabama Code 10A-9A-1.02
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • PARTNERSHIP AGREEMENT: means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. See Alabama Code 10A-9A-1.02
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • REQUIRED INFORMATION: means the information that a limited partnership is required to maintain under Section 10A-9A-1. See Alabama Code 10A-9A-1.02
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
  • transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Alabama Code 10A-9A-1.02
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs 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 writing 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 subsection (b), the limited partnership in a writing 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;
(3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and
(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).
(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may inspect and copy required information during regular business hours and at a reasonable location specified by the limited partnership if:

(1) the required information pertains to the period during which the person was a limited partner;
(2) the person seeks the required information in good faith; and
(3) the person meets the requirements of subsection (b).
(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).
(f) If a limited partner dies, Section 10A-9A-7.04 applies.
(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may:

(1) impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; and
(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that 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 activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential.

In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. Any general partner, or any agent, officer or employee of a general partner or any agent of a limited partnership, who, without reasonable cause, refuses to allow any limited partner or the limited partner’s agent or attorney to inspect or copy any information of the limited partnership to which such limited partner is entitled under subsection (a) or (b) shall be personally liable to the limited partner for a penalty in an amount not to exceed ten percent of the fair market value of the limited partnership interest of the limited partner in addition to any other damages or remedy.

(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.
(i) 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 subsection (g) 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.
(j) 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.
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