(1) A general partner, without having
any particular purpose for seeking the information, may inspect
and copy during regular business hours:
(a) In the limited partnership's designated office, required
information; and
(b) At a reasonable location specified by the limited
partnership, any other records maintained by the limited
partnership regarding the limited partnership's activities and
financial condition.
(2) Each general partner and the limited partnership shall
furnish to a general partner:
(a) Without demand, any information concerning the limited
partnership's activities and activities reasonably required for
the proper exercise of the general partner's rights and duties
under the partnership agreement or this chapter; and
(b) On demand, any other information concerning the limited
partnership's activities, except to the extent the demand or the
information demanded is unreasonable or otherwise improper under
the circumstances.
(3) Subject to subsection (5) of this section, on ten days'
demand made in a record received by the limited partnership, a
person dissociated as a general partner may have access to the
information and records described in subsection (1) of this
section at the location specified in subsection (1) of this
section if:
(a) The information or record pertains to the period during
which the person was a general partner;
(b) The person seeks the information or record in good
faith; and
(c) The person satisfies the requirements imposed on a
limited partner by RCW 25.10.331(2).
(4) The limited partnership shall respond to a demand made
pursuant to subsection (3) of this section in the same manner as
provided in RCW 25.10.331(3).
(5) If a general partner dies, RCW 25.10.561 applies.
(6) The limited partnership may impose reasonable
restrictions on the use of information under this section. In
any dispute concerning the reasonableness of a restriction under
this subsection, the limited partnership has the burden of
proving reasonableness.
(7) A limited partnership may charge a person dissociated as
a general partner that makes a demand under this section
reasonable costs of copying, limited to the costs of labor and
material.
(8) A general partner or person dissociated as a general
partner may exercise the rights under this section through an
attorney or other agent. Any restriction imposed under
subsection (6) of this section or by the partnership agreement
applies both to the attorney or other agent and to the general
partner or person dissociated as a general partner.
(9) The rights under this section do not extend to a person
as transferee, but the rights under subsection (3) of this
section of a person dissociated as a general partner may be
exercised by the legal representative of an individual who
dissociated as a general partner under RCW 25.10.521(7) (b) or
(c).
[2009 c 188 § 407.]