Rhode Island General Laws 7-13.1-407. Rights to information of general partner and person dissociated as general partner
(a) A general partner may inspect and copy required information during regular business hours in the limited partnership‘s principal office, without having any particular purpose for seeking the information.
Terms Used In Rhode Island General Laws 7-13.1-407
- General partner: means a person that:
(i) Has become a general partner under Rhode Island General Laws 7-13.1-102
- Limited partner: means a person that:
(i) Has become a limited partner under Rhode Island General Laws 7-13.1-102
- Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
- 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 agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Rhode Island General Laws 7-13.1-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-13.1-102
- Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Rhode Island General Laws 7-13.1-102
- Required information: means the information that a limited partnership is required to maintain under Rhode Island General Laws 7-13.1-102
- 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 Rhode Island General Laws 7-13.1-102
(b) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the partnership regarding the partnership’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner’s rights and duties under the partnership agreement or this chapter.
(c) A limited partnership shall furnish to each general partner:
(1) Without demand, any information concerning the partnership’s activities, affairs, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the general partner’s rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the general partner already knows the information; and
(2) On demand, any other information concerning the partnership’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(d) The duty to furnish information under subsection (c) of this section also applies to each general partner to the extent the general partner knows any of the information described in subsection (b) of this section.
(e) Subject to subsection (j) of this section, on ten (10) days’ demand made in a record received by a limited partnership, a person dissociated as a general partner may have access to the information and records described in subsections (a) and (b) of this section at the locations specified in those subsections if:
(1) The information or record pertains to the period during which the person was a general partner;
(2) The person seeks the information or record in good faith; and
(3) The person satisfies the requirements imposed on a limited partner by § 7-13.1-304(b).
(f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this section in the manner provided in § 7-13.1-304(c).
(g) 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.
(h) A general partner or person dissociated as a general partner may exercise the rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under subsection (j) of this section applies both to the agent or legal representative and to the general partner or person dissociated as a general partner.
(i) The rights under this section do not extend to a person as transferee, but if:
(1) A general partner dies, § 7-13.1-704 applies; and
(2) An individual dissociates as a general partner under § 7-13.1-603(6)(ii) or (6)(iii), the legal representative of the individual may exercise the rights under subsection (c) of this section of a person dissociated as a general partner.
(j) In addition to any restriction or condition stated in its partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may 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. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.