Va. Code Ann. § 50-73.26
Information
Redline — June 1, 2021 → current.View current text →
Current — March 1, 2022
As of June 1, 2021
Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to:
Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to:
(1) Inspect and copy any of the partnership records required to be maintained by § 50-73.8; and
(1) Inspect and copy any of the partnership records required to be maintained by § 50-73.8; and
(2) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership’s federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable. (1985, c. 607.)
(2) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership’s federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
CIRCUIT COURT OPINIONS
Reasonableness language of the Code is a requirement that the plaintiff must meet. - Court does not find that the statute creates a right to a reasonable request that may later be waived; the reasonableness language of the Code is a requirement that the plaintiff must meet in order to obtain the information sought. Gordon v. Arrowhead Apts. Ltd. P'ship, 104 Va. Cir. 355, 2020 Va. Cir. LEXIS 62 (Fairfax County Mar. 23, 2020).
Va. Code Ann. § 50-73.26 governs a limited partner's right to seek information, so the Virginia Uniform Partnership Act (VUPA) does not apply; the VUPA would only apply where there is a conflict between the operating agreement and the Code. The VRULPA does not provide guidance for resolving issues between the operating agreement and the VRULPA, which in turn means that the court must look to the VUPA to resolve such a conflict. Gordon v. Arrowhead Apts. Ltd. P'ship, 104 Va. Cir. 355, 2020 Va. Cir. LEXIS 62 (Fairfax County Mar. 23, 2020).
Reasonable purpose. - Plaintiff was required to state some reasonable purpose for demanding the information sought, and because plaintiff failed to do so, defendants' demurrer was sustained with leave to amend as to all counts. Gordon v. Arrowhead Apts. Ltd. P'ship, 104 Va. Cir. 355, 2020 Va. Cir. LEXIS 62 (Fairfax County Mar. 23, 2020).
Construction. - Reading the statutes together, the information sought pursuant to subdivision 1 of § 50-73.26 must be at the reasonable request of a limited partner and the statutes requires a plaintiff to state some reasonable purpose for the demand; the General Assembly's intent to restrict a limited partner's right to demand information is further shown in subdivision 2 of § 50-73.26, which only allows limited partners to seek further information that is not otherwise outlined in § 50-73.8 from time to time. Gordon v. Arrowhead Apts. Ltd. P'ship, 104 Va. Cir. 355, 2020 Va. Cir. LEXIS 62 (Fairfax County Mar. 23, 2020).
Official source: Virginia Law Portal (LIS). Reproduced from public-domain Virginia statutes; confirm against the official source for the current text. Not legal advice.