§ 45-10.2-34 — (304) Right of limited partner and former limited partner to information

North Dakota § 45-10.2-34

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

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 principal executive office of the limited partnership. 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 an
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 purpose of the limited partner.
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:
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
reasons of the limited partnership 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 designated office of the
limited partnership 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.
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, then section 45-10.2-65 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 decision of the limited partner 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.