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such as that found in RULPA Section 105. Any requirement in UPA | | Section 19 that the partnership keep books is oblique at best, | | since it states merely where the books shall be kept, not that they | | shall be kept. Under RUPA, there is no liability to either | | partners or third parties for the failure to keep partnership | | books. A partner who undertakes to keep books, however, must do so | | accurately and adequately. |
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| | | In general, a partnership should, at a minimum,, keep those | | books and records necessary to enable the partners to determine | | their share of the profits and losses, as well as their rights on | | withdrawal. An action for an accounting provides an adequate | | remedy in the event adequate records are not kept. The | | partnership must also maintain any books and records required by | | state or federal taxing or other governmental authorities. |
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| | | 2. Under subsection (b), partners are entitled to access to | | the partnership books and records. Former partners are expressly | | given a similar right, although limited to the books and records | | pertaining to the period during which they were partners. The | | line between partners and former partners is not a bright one for | | this purpose, however, and should be drawn in light of the | | legitimate interests of a dissociated partner in the partnership. | | For example, a withdrawing partner's liability is ongoing for | | pre-withdrawal liabilities and will normally be extended to new | | liabilities for at least 90 days. It is intended that a former | | partner be accorded access to partnership books and records as | | reasonably necessary to protect that partner's legitimate | | interests during the period his rights and liabilities are being | | wound down. |
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| | | The right of access is limited to ordinary business hours, and | | the right to inspect and copy by agent or attorney is made | | explicit. The partnership may impose a reasonable charge for | | furnishing copies of documents. Accord, RULPA § 105(b). |
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| | | A partner's right to inspect and copy the partnership's books | | and records is not conditioned on the partner's purpose or | | motive. Compare RMBCA Section 16.02(c)(l) (shareholder must have | | proper purpose to inspect certain corporate records). A | | partner's unlimited personal liability justifies an unqualified | | right of access to the partnership books and records. An abuse | | of the right to inspect and copy might constitute a violation of | | the obligation of good faith and fair dealing for which the other | | partners would have a remedy. See Sections 404(d) and 405. |
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| | | Under Section 103(b)(2), a partner's right of access to | | partnership books and records may not be unreasonably restricted | | by the partnership agreement. Thus, to preserve a partner's core | | information rights despite unequal bargaining power, an agreement |
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