Ala. Code § 10A-9A-3.04: Right of Limited Partner and Former Limited Partner to Information.

(a) Subject to subsection (g), on 10 days’ demand, made in a writing received by the limited partnership, a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership.

(b) Subject to subsection (g), during regular business hours and at a reasonable location specified by the limited partnership, a limited partner may, for a proper purpose, obtain from the limited partnership and inspect and copy true and full information regarding the state of the activities and affairs and financial condition of the limited partnership and other information regarding the activities and affairs of the limited partnership if:

(1) the limited partner seeks the information for a proper purpose directly related to the partner’s interest as a limited partner;

(2) the limited partner makes a demand in a writing received by the limited partnership, describing with reasonable particularity the information sought and the stated purpose for seeking the information; and

(3) the information sought is directly connected to the limited partner’s stated purpose.

(c) Within 10 days after receiving a demand pursuant to subsection (b), the limited partnership in a writing shall inform the limited partner that made the demand:

(1) what information the limited partnership will provide in response to the demand;

(2) when and where the limited partnership will provide the information;

(3) if the limited partnership declines to provide any demanded information, the limited partnership’s reasons for declining; and

(4) what, if any, restrictions will be imposed pursuant to the partnership agreement or subsection (g).

(d) Subject to subsections (f) and (g), a person dissociated as a limited partner may, for a proper purpose, inspect and copy the information required to be maintained under Section 10A-9A-1.11 during regular business hours and at a reasonable location specified by the limited partnership if:

(1) the required information pertains to the period during which the person was a limited partner;

(2) the person seeks the required information in good faith and for a proper purpose; and

(3) the person meets the requirements of subsection (b).

(e) The limited partnership shall respond to a demand made pursuant to subsection (d) in the same manner as provided in subsection (c).

(f) If a limited partner dies, Section 10A-9A-7.04 applies.

(g) In addition to any restriction or condition stated in its limited partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may:

(1) 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;

(2) keep confidential from the partners and any other person, for such period of time as the limited partnership deems reasonable, any information that the limited partnership reasonably believes to be in the nature of trade secrets or other information that disclosure of which the limited partnership in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its activities and affairs, or that the limited partnership is required by law or by agreement with a third party to keep confidential; and

(3) redact portions of the records to be inspected and copied to the extent the portions so redacted are not directly related to the limited partner’s or other person’s purpose.

In a dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(h) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material.

(i) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (g) or by the partnership agreement applies both to the attorney or other agent and to the limited partner or person dissociated as a limited partner. If the demanding person’s agent or attorney is to inspect and copy the books and records of the limited partnership, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of the demanding person.

(j) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or person dissociated as a limited partner.

(k) The rights under this section may be denied by the limited partnership if the limited partnership determines that the demanding person has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the limited partnership.

(l) For purposes of this section, a proper purpose shall mean a purpose directly related to the limited partner or dissociated limited partner’s interest as a limited partner or dissociated limited partner, as the case may be; provided, however, that a demand shall not be for a proper purpose if the limited partnership reasonably determines that the demand is in connection with:

(1) an active or pending derivative proceeding in the right of the limited partnership under Article 9 of this chapter that is or is expected to be instituted or maintained by the limited partner or the limited partner’s affiliate; or

(2) an active or pending civil lawsuit to which the limited partnership, or its affiliate, and the limited partner or dissociated limited partner, or the affiliate thereof, are, or are expected to be, adversarial named parties.

(m) If a limited partnership does not within a reasonable time allow a person who complies with the requirements of this section to inspect and copy the records required by this section, the person who complies with this section may apply to the designated court, and if none, the circuit court for the county in which the limited partnership’s principal office is located in this state, and if none in this state, the circuit court for the county in which the limited partnership’s most recent registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding person and the court shall also order the limited partnership to pay the demanding person’s expenses incurred to obtain the order unless the limited partnership establishes that the limited partnership refused inspection in good faith because the limited partnership had:

(1) a reasonable basis for doubt about the right of the demanding person to inspect the records demanded; or

(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding person had been unwilling to agree. If the limited partnership has declined to deliver or make available the records because the demanding person had been unwilling to agree to restrictions proposed by the limited partnership on the confidentiality, use, or distribution of the records, the limited partnership shall have the burden of demonstrating that the restrictions proposed by the limited partnership were reasonable.