29-319

29-319. Liability to third parties

A. Except as provided in subsection D of this section, a limited partner is not
liable for the obligations of a limited partnership unless he is also a general partner
or, in addition to the exercise of his rights and powers as a limited partner, he
participates in the control of the business. However, if the limited partner
participates in the control of the business, he is liable only to persons who transact
business with the limited partnership reasonably believing, based on the limited
partner's conduct, that the limited partner is a general partner.

B. A limited partner does not participate in the control of the business within the
meaning of subsection A of this section solely by doing one or more of the following:

1. Being a contractor for or an agent or employee of the limited partnership or of
a general partner or being an officer, director or shareholder of a general partner that
is a corporation or being a manager or member of a general partner that is a limited
liability company;

2. Consulting with and advising a general partner with respect to the business of
the limited partnership;

3. Acting as surety for the limited partnership or guaranteeing or assuming one or
more specific obligations of the limited partnership;

4. Taking any action required or permitted by law to bring or pursue a derivative
action in the right of a limited partnership;

5. Requesting or attending a meeting of partners;

6. Proposing, approving or disapproving, by voting or otherwise, one or more of the
following matters:

(a) The dissolution and winding up of the limited partnership;

(b) The sale, exchange, lease, mortgage, pledge or other transfer of all or
substantially all of the assets of the limited partnership;

(d) A change in the nature of the business;

(e) The admission or removal of a general partner;

(f) The admission or removal of a limited partner;

(g) A transaction involving an actual or potential conflict of interest between a
general partner and the limited partnership or the limited partners;

(h) An amendment to the partnership agreement or certificate of limited
partnership; or

(i) Matters related to the business of the limited partnership not otherwise
enumerated in this subsection, which the partnership agreement states in writing may be
subject to the approval or disapproval of limited partners;

7. Winding up the limited partnership pursuant to section 29-346; or

8. Exercising any right or power permitted to limited partners under this chapter
and not specifically enumerated in this subsection.

C. The enumeration in subsection B of this section does not mean that the
possession or exercise of any other powers by a limited partner constitutes participation
by him in the business of the limited partnership.

D. A limited partner who knowingly permits his name to be used in the name of the
limited partnership, except under circumstances permitted by section 29-302, paragraph 2
is liable to creditors who extend credit to the limited partnership without actual
knowledge that the limited partner is not a general partner.