Written by attorneys · grounded in primary & secondary sources — see below
A statutory provision in the Uniform Limited Partnership Act granting a limited partner the right to inspect and copy required partnership records at the principal office during regular business hours upon a written demand providing at least ten days' notice. The right applies without any obligation to state a purpose or demonstrate a connection to litigation. A limited partnership may impose reasonable confidentiality conditions but cannot deny access to the core records entirely.
Sources & Authorities
How it applies
Common Examples
6
Demand for Required Records
Sean Steele, a limited partner in Sierra Solutions LP, sent a written demand to the general partner requesting inspection of the certificate of limited partnership, the partnership agreement, the list of partners, and the prior three years of tax returns at the principal office. The general partner responded by offering only monthly summaries three weeks later and requiring a stated business purpose. Sean filed suit to enforce his inspection rights under section 304. The court ordered immediate access to the required records during regular business hours because the statute imposes no purpose requirement for that category of information.
Burden in Information Dispute
Sylvia Santos, a limited partner in Summit Bank LP, demanded access to required records under section 304. The general partner refused, claiming the records contained trade secrets. At trial the court evaluated whether the demand satisfied the ten-day notice requirement. Sylvia prevailed because the evidence established compliance, triggering the statutory right to inspect.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Restatements
Hornbooks
Preclusive Effect of Prior Ruling
Santiago Sanchez sued Spectrum Financial LP under section 304 to obtain required records. In an earlier action brought by another limited partner, a court had already determined that the same records were subject to inspection. The second court applied offensive collateral estoppel and barred the partnership from relitigating the issue, allowing Santiago immediate access without further proof.
Forum Selection for Enforcement
Solomon Silver, a limited partner residing in State A, filed a section 304 enforcement action in State B against Solstice Ventures LP whose principal office is in State B. The partnership moved to dismiss on forum non conveniens grounds. The court denied the motion, holding that the location of the records and the partnership's principal office made State B the appropriate forum for resolving the inspection demand.
Secondary Liability for Denial
Seth Shapiro, a limited partner in Sierra Solutions LP, demanded records under section 304. The general partner refused. Seth then sued the partnership's outside counsel for aiding and abetting the denial. The court dismissed the claim, holding that section 304 creates no private right of action against secondary actors who merely advise the partnership on compliance.
Insider Information Request
Steven Silva, a limited partner who formerly served as a general partner of Summit Bank LP, made a section 304 demand for records from the period of his service. The current general partner refused on the ground that Steven might use the information for personal trading. The court enforced the demand, finding that the statute permits access when the request is made in good faith and satisfies the statutory prerequisites.
Common questions
Frequently Asked
3
Does a limited partner need to state a purpose when demanding required records under section 304?+
No. Section 304(a) grants an unqualified right to inspect and copy required records upon a written demand that provides at least ten days' notice. The statute does not condition access on any purpose requirement for the core category of required information.
Where must the inspection of required records occur under section 304?+
The inspection must occur at the limited partnership's principal office during regular business hours. The statute places the location at the principal office by default and does not permit the partnership to designate an off-site or neutral location as a precondition.
Can a partnership refuse section 304 access by labeling records commercially sensitive?+
No. A partnership may impose reasonable confidentiality conditions but cannot deny access entirely to required records on that basis. The statute protects the inspection right for the designated category of information regardless of commercial sensitivity claims.
397 U.S. 358, 90 S. Ct. 1068, 25 L. Ed. 2d 368 (1970)Criminal Procedure
…criminal charge beyond a reasonable doubt is constitutionally required. See, for example, Miles v. United States , 103 U. S. 304, 312 (1881); Davis v. United States , 160 U. S. 469, 488 (1895); Holt v. United States , 218 U. S. 245, 253 (1910); Wilson v. United States , 232 U. S. 563, 569-570 (1914);…
Business Associations RelationshipsLiability rules related to business associations · Liability of general partners under the Revised Uniform Partnership Act (1997)NEXTGENFoundational