Section 10-9B-105

Records to be kept; right of inspection.

(a) Each limited partnership shall keep at the office referred to in Section 10-9B-104(a)(1) the following:

(1) A current list of the full name and last known business or residence address of each partner (which address shall be a street address), separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order);

(2) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(4) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

(5) Unless contained in a written partnership agreement, a writing setting out:

(i) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(ii) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(iii) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(iv) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section, and any other books and records of the partnership, wherever situated, are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours. Any agent or general partner of a partnership who, without reasonable cause, fails or refuses to produce such books or records within 10 days of a written demand of any partner, and to allow such partner or his or her agent or attorney, so to inspect or copy such books or records of the partnership, for any proper purpose, shall be personally liable to such partner for a penalty of an amount not to exceed 10 percent of the fair value of the partnership interest of such partner, in addition to any other damages or remedy.

(Act 97-921, 1st Ex. Sess., p. 335, § 1.)