(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 designated office. The
limited partner need not have any particular purpose for seeking
the information.
(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:
(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; and
(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) of this section, the limited partnership in a
record shall inform the limited partner that made the demand:
(a) What information the limited partnership will provide in
response to the demand;
(b) When and where the limited partnership will provide the
information; and
(c) If the limited partnership declines to provide any
demanded information, the limited partnership's reasons for
declining.
(4) Subject to subsection (6) of this section, a person
dissociated as a limited partner may inspect and copy required
information during regular business hours in the limited
partnership's designated office if:
(a) The information pertains to the period during which the
person was a limited partner;
(b) The person seeks the information in good faith; and
(c) The person meets the requirements of subsection (2) of
this section.
(5) The limited partnership shall respond to a demand made
pursuant to subsection (4) of this section in the same manner as
provided in subsection (3) of this section.
(6) If a limited partner dies, RCW 25.10.561 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) 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) of this section 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.
(10) 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.
[2009 c 188 § 304.]