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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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