Iowa Code 488.304 – Right of limited partner and former limited partner to information
Current as of: 2024 | Check for updates
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1. On ten days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership’s registered office. The limited partner need not have any particular purpose for seeking the information.
Terms Used In Iowa Code 488.304
- following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
- Limited partner: means :a. See Iowa Code 488.102
- Partner: means a limited partner or general partner. See Iowa Code 488.102
- 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 the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. See Iowa Code 488.102
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, or government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Iowa Code 488.102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Iowa Code 488.102
- Registered office: means :
a. See Iowa Code 488.102- Required information: means the information that a limited partnership is required to maintain under section 488. See Iowa Code 488.102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Iowa Code 488.102
- 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 Iowa Code 488.102
2. 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 financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable if the limited partner complies with all of the following: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.c. The information sought is directly connected to the limited partner’s purpose.3. Within ten days after receiving a demand pursuant to subsection 2, the limited partnership in a record shall inform the limited partner that made the demand of all of the following:a. What information the limited partnership will provide in response to the demand.b. When and where the limited partnership will provide the information.c. If the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining.4. Subject to subsection 6, a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s registered office if the person complies with all of the following:a. The information pertains to the period during which the person was a limited partner.b. The person seeks the information in good faith.c. The person meets the requirements of subsection 2.5. The limited partnership shall respond to a demand made pursuant to subsection 4 in the same manner as provided in subsection 3.6. If a limited partner dies, section 488.704 applies.7. The limited partnership may impose reasonable restrictions 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 person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material.9. Whenever this chapter 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 material to the limited partner’s decision that the limited partnership knows.10. 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 7 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.11. 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.