LD 1609
pg. 61
Page 60 of 148 An Act To Establish the Uniform Partnership Act Page 62 of 148
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LR 1469
Item 1

 
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.

 
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.

 
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.

 
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).

 
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.

 
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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