2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS › Chapter 84 - General Partnerships › Section 8446 - Rights to information

§ 8446. Rights to information.
(a) Location of records.--
A partnership shall keep its books and records, if any, at its principal office.
(b) Right to inspection.--
On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding the partnership's business, financial condition and other circumstances.
(c) Material information.--
The partnership shall furnish to each partner, without demand, any information concerning the partnership's business, financial condition and other circumstances which the partnership knows and is material to the proper exercise of the partner's rights and duties under the partnership agreement or this title, except to the extent the partnership can establish that it reasonably believes the member already knows the information.
(d) Duty of partners.--
The duty to furnish information under subsection (c) also applies to each partner to the extent the partner knows any of the information described in subsection (c).
(e) Rights after dissociation.--
Subject to subsection (j), within 10 days after receipt by a partnership of a demand made in record form, a person dissociated as a partner may have access to information to which the person was entitled while a partner if:
(1) the information pertains to the period during which the person was a partner;
(2) the person seeks the information in good faith; and
(3) the information is material to the person's rights and duties under the partnership agreement or this title.
(f) Partnership response to demand.--
Within 10 days after receiving a demand under subsection (e), the partnership shall, in record form, inform the person that made the demand of:
(1) the information that the partnership will provide in response to the demand and when and where the partnership will provide the information; and
(2) the partnership's reasons for declining, if the partnership declines to provide any demanded information.
(g) Costs of copying.--
A partnership may charge a person that makes a demand under this section the reasonable costs of copying.
(h) Exercise of rights.--
A partner or person dissociated as a partner may exercise the rights under this section through an agent or, in the case of an incapacitated person, a guardian. Any restriction or condition imposed by the partnership agreement or under subsection (j) applies both to the agent or guardian and to the partner or person dissociated as a partner.
(i) No rights of transferee.--
Subject to section 8455 (relating to power of personal representative of deceased partner), the rights under this section do not extend to a person as transferee.
(j) Reasonable restrictions permitted.--
In addition to any restriction or condition stated in its partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
(k) Enforcement of right to information.--
If the partnership, or a partner or agent thereof, refuses to permit an inspection sought by a partner or person dissociated as a partner or attorney or other agent acting for the partner or person dissociated as a partner pursuant to subsection (b) or (e), or does not reply to the demand made under either of those subsections within 10 days after the demand has been received, the partner or person dissociated as a partner may file an action in the court for an order to compel the inspection. The court is vested with exclusive jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The court may summarily order the partnership to permit the partner or person dissociated as a partner to inspect the information and to make copies or extracts therefrom.
(l) Cross reference.--
See section 8415 (relating to contents of partnership agreement).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
2022 Amendment.
Act 122 relettered former subsec. (k) to subsec. (l) and added present subsec. (k).
Cross References.
Section 8446 is referred to in sections 8415, 8455 of this title.