State Codes and Statutes

Statutes > California > Corp > 15903.01-15903.07

CORPORATIONS CODE
SECTION 15903.01-15903.07



15903.01.  A person becomes a limited partner:
   (a) as provided in the partnership agreement;
   (b) as the result of a conversion or merger under Article 11
(commencing with Section 15911.01); or
   (c) with the consent of all the partners.




15903.02.  A limited partner does not have the right or the power as
a limited partner to act for or bind the limited partnership.



15903.03.  (a) A limited partner is not liable for any obligation of
a limited partnership unless named as a general partner in the
certificate or, in addition to exercising the rights and powers of a
limited partner, the limited partner participates in the control of
the business. If a limited partner participates in the control of the
business without being named as a general partner, that partner may
be held liable as a general partner only to persons who transact
business with the limited partnership with actual knowledge of that
partner's participation in control and with a reasonable belief,
based upon the limited partner's conduct, that the partner is a
general partner at the time of the transaction. Nothing in this
chapter shall be construed to affect the liability of a limited
partner to third parties for the limited partner's participation in
tortious conduct.
   (b) A limited partner does not participate in the control of the
business within the meaning of subdivision (a) solely by doing,
attempting to do, or having the right or power to do, one or more of
the following:
   (1) Being any of the following:
   (A) An independent contractor for, an agent or employee of, or
transacting business with, the limited partnership or a general
partner of the limited partnership.
   (B) An officer, director, or shareholder of a corporate general
partner of the limited partnership.
   (C) A member, manager, or officer of a limited liability company
that is a general partner of the limited partnership.
   (D) A limited partner of a partnership that is a general partner
of the limited partnership.
   (E) A trustee, administrator, executor, custodian, or other
fiduciary or beneficiary of an estate or trust that is a general
partner.
   (F) A trustee, officer, adviser, shareholder, or beneficiary of a
business trust that is a general partner.
   (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 for a general
partner, guaranteeing one or more specific debts of the limited
partnership, providing collateral for the limited partnership or
general partner, borrowing money from the limited partnership or a
general partner, or lending money to the limited partnership or a
general partner.
   (4) Approving or disapproving an amendment to the partnership
agreement.
   (5) Voting on, proposing, or calling a meeting of the partners.
   (6) Winding up the partnership pursuant to Section 15908.03.
   (7) Executing and filing a certificate pursuant to Section
15902.05, a certificate of withdrawal pursuant to paragraph (4) of
subdivision (a) of Section 15902.04, or a certificate of cancellation
of the certificate of limited partnership pursuant to paragraph (6)
of subdivision (a) of Section 15902.04.
   (8) Serving on an audit committee or committee performing the
functions of an audit committee.
   (9) Serving on a committee of the limited partnership or the
limited partners for the purpose of approving actions of the general
partner.
   (10) Calling, requesting, attending, or participating at any
meeting of the partners or the limited partners.
   (11) Taking any action required or permitted by law to bring,
pursue, settle, or terminate a derivative action on behalf of the
limited partnership.
   (12) Serving on the board of directors or a committee of,
consulting with or advising, being or acting as an officer, director,
stockholder, partner, member, manager, agent, or employee of, or
being or acting as a fiduciary for, any person in which the limited
partnership has an interest.
   (13) Exercising any right or power permitted to limited partners
under this chapter and not specifically enumerated in this
subdivision.
   (c) The enumeration in subdivision (b) does not mean that any
other conduct or the possession or exercise of any other power by a
limited partner constitutes participation by the limited partner in
the control of the business of the limited partnership.



15903.04.  (a) On 10 days' demand, made in a record received by the
limited partnership, a limited partner may inspect and copy any
information required to be maintained pursuant to Section 15901.11
during regular business hours in the limited partnership's designated
office. The limited partner need not have any particular purpose for
seeking the information.
   (b) Subject to subdivision (g), during regular business hours and
at a reasonable location specified by the limited partnership, a
limited partner may obtain from the limited partnership, which may be
transmitted via electronic transmission, and inspect and copy true
and full information regarding the state of the activities and
financial condition of the limited partnership and other information
regarding the activities of the limited partnership as is just and
reasonable if:
   (1) the limited partner seeks the information for a purpose
reasonably related to the partner's interest as a limited partner;
   (2) the limited partner makes a demand in a record received by the
limited partnership, describing with reasonable particularity the
information sought and the purpose for seeking the information; and
   (3) the information sought is directly connected to the limited
partner's purpose.
   (c) Within 10 days after receiving a demand pursuant to
subdivision (b), the limited partnership in a record 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; and
   (3) if the limited partnership declines to provide any demanded
information, the limited partnership's reasons for declining.
   (d) Subject to subdivision (f), a person dissociated as a limited
partner may inspect and copy required information during regular
business hours in the limited partnership's designated office if:
   (1) the information pertains to the period during which the person
was a limited partner;
   (2) the person seeks the information in good faith; and
   (3) the person meets the requirements of subdivision (b).
   (e) The limited partnership shall respond to a demand made
pursuant to subdivision (d) in the same manner as provided in
subdivision (c).
   (f) If a limited partner dies, Section 15907.04 applies.
   (g) The limited partnership shall have the right to keep
confidential from limited partners for such period of time as the
limited partnership deems reasonable, any information which the
limited partnership reasonably believes to be in the nature of trade
secrets or other information the 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
business or which the limited partnership is required by law or by
agreement with a third party to keep confidential.
   (h) The limited partnership may impose reasonable restrictions on
the use of information obtained under this section. In a dispute
concerning the reasonableness of a restriction under this
subdivision, the limited partnership has the burden of proving
reasonableness.
   (i) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs
of labor and material.
   (j) Whenever this chapter or a partnership agreement provides for
a limited partner to give or withhold consent to a matter, before the
consent is given or withheld, the limited partnership shall, without
demand, provide the limited partner with all information material to
the limited partner's decision that the limited partnership knows.
   (k) 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 subdivision (g),
subdivision (h) 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.
   (l) 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.



15903.05.  (a) A limited partner does not have any fiduciary duty to
the limited partnership or to any other partner solely by reason of
being a limited partner.
   (b) A limited partner shall discharge the duties to the
partnership and the other partners under this chapter or under the
partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
   (c) A limited partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
limited partner's conduct furthers the limited partner's own
interest.


15903.06.  (a) Except as otherwise provided in subdivision (b), a
person that makes an investment in a business enterprise and
erroneously but in good faith believes that the person has become a
limited partner in the enterprise is not liable for the enterprise's
obligations by reason of making the investment, receiving
distributions from the enterprise, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake,
the person:
   (1) causes an appropriate certificate of limited partnership,
amendment, or certificate of correction to be signed and delivered to
the Secretary of State for filing; or
   (2) withdraws from future participation as an owner in the
enterprise by signing and delivering to and on a form prescribed by
the Secretary of State for filing a certificate of withdrawal under
this section.
   (b) A person that makes an investment described in subdivision (a)
is liable to the same extent as a general partner to any third party
that enters into a transaction with the enterprise, believing in
good faith that the person is a general partner, before the Secretary
of State files a certificate of withdrawal, certificate of limited
partnership, amendment, or certificate of correction to show that the
person is not a general partner.
   (c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subdivision (a) and is unable to cause the
appropriate certificate of limited partnership, amendment, or
certificate of correction to be signed and delivered to the Secretary
of State for filing, the person has the right to withdraw from the
enterprise pursuant to paragraph (2) of subdivision (a) even if the
withdrawal would otherwise breach an agreement with others that are
or have agreed to become co-owners of the enterprise.



15903.07.  (a) The partnership agreement may provide for the
creation of classes of limited partners. The partnership agreement
shall define the rights, powers, and duties of those classes,
including rights, powers, and duties senior to other classes of
limited partners.
   (b) The partnership agreement may provide to all or certain
specified classes of limited partners the right to vote separately or
with all or any class or the general partners on any matter.


State Codes and Statutes

Statutes > California > Corp > 15903.01-15903.07

CORPORATIONS CODE
SECTION 15903.01-15903.07



15903.01.  A person becomes a limited partner:
   (a) as provided in the partnership agreement;
   (b) as the result of a conversion or merger under Article 11
(commencing with Section 15911.01); or
   (c) with the consent of all the partners.




15903.02.  A limited partner does not have the right or the power as
a limited partner to act for or bind the limited partnership.



15903.03.  (a) A limited partner is not liable for any obligation of
a limited partnership unless named as a general partner in the
certificate or, in addition to exercising the rights and powers of a
limited partner, the limited partner participates in the control of
the business. If a limited partner participates in the control of the
business without being named as a general partner, that partner may
be held liable as a general partner only to persons who transact
business with the limited partnership with actual knowledge of that
partner's participation in control and with a reasonable belief,
based upon the limited partner's conduct, that the partner is a
general partner at the time of the transaction. Nothing in this
chapter shall be construed to affect the liability of a limited
partner to third parties for the limited partner's participation in
tortious conduct.
   (b) A limited partner does not participate in the control of the
business within the meaning of subdivision (a) solely by doing,
attempting to do, or having the right or power to do, one or more of
the following:
   (1) Being any of the following:
   (A) An independent contractor for, an agent or employee of, or
transacting business with, the limited partnership or a general
partner of the limited partnership.
   (B) An officer, director, or shareholder of a corporate general
partner of the limited partnership.
   (C) A member, manager, or officer of a limited liability company
that is a general partner of the limited partnership.
   (D) A limited partner of a partnership that is a general partner
of the limited partnership.
   (E) A trustee, administrator, executor, custodian, or other
fiduciary or beneficiary of an estate or trust that is a general
partner.
   (F) A trustee, officer, adviser, shareholder, or beneficiary of a
business trust that is a general partner.
   (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 for a general
partner, guaranteeing one or more specific debts of the limited
partnership, providing collateral for the limited partnership or
general partner, borrowing money from the limited partnership or a
general partner, or lending money to the limited partnership or a
general partner.
   (4) Approving or disapproving an amendment to the partnership
agreement.
   (5) Voting on, proposing, or calling a meeting of the partners.
   (6) Winding up the partnership pursuant to Section 15908.03.
   (7) Executing and filing a certificate pursuant to Section
15902.05, a certificate of withdrawal pursuant to paragraph (4) of
subdivision (a) of Section 15902.04, or a certificate of cancellation
of the certificate of limited partnership pursuant to paragraph (6)
of subdivision (a) of Section 15902.04.
   (8) Serving on an audit committee or committee performing the
functions of an audit committee.
   (9) Serving on a committee of the limited partnership or the
limited partners for the purpose of approving actions of the general
partner.
   (10) Calling, requesting, attending, or participating at any
meeting of the partners or the limited partners.
   (11) Taking any action required or permitted by law to bring,
pursue, settle, or terminate a derivative action on behalf of the
limited partnership.
   (12) Serving on the board of directors or a committee of,
consulting with or advising, being or acting as an officer, director,
stockholder, partner, member, manager, agent, or employee of, or
being or acting as a fiduciary for, any person in which the limited
partnership has an interest.
   (13) Exercising any right or power permitted to limited partners
under this chapter and not specifically enumerated in this
subdivision.
   (c) The enumeration in subdivision (b) does not mean that any
other conduct or the possession or exercise of any other power by a
limited partner constitutes participation by the limited partner in
the control of the business of the limited partnership.



15903.04.  (a) On 10 days' demand, made in a record received by the
limited partnership, a limited partner may inspect and copy any
information required to be maintained pursuant to Section 15901.11
during regular business hours in the limited partnership's designated
office. The limited partner need not have any particular purpose for
seeking the information.
   (b) Subject to subdivision (g), during regular business hours and
at a reasonable location specified by the limited partnership, a
limited partner may obtain from the limited partnership, which may be
transmitted via electronic transmission, and inspect and copy true
and full information regarding the state of the activities and
financial condition of the limited partnership and other information
regarding the activities of the limited partnership as is just and
reasonable if:
   (1) the limited partner seeks the information for a purpose
reasonably related to the partner's interest as a limited partner;
   (2) the limited partner makes a demand in a record received by the
limited partnership, describing with reasonable particularity the
information sought and the purpose for seeking the information; and
   (3) the information sought is directly connected to the limited
partner's purpose.
   (c) Within 10 days after receiving a demand pursuant to
subdivision (b), the limited partnership in a record 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; and
   (3) if the limited partnership declines to provide any demanded
information, the limited partnership's reasons for declining.
   (d) Subject to subdivision (f), a person dissociated as a limited
partner may inspect and copy required information during regular
business hours in the limited partnership's designated office if:
   (1) the information pertains to the period during which the person
was a limited partner;
   (2) the person seeks the information in good faith; and
   (3) the person meets the requirements of subdivision (b).
   (e) The limited partnership shall respond to a demand made
pursuant to subdivision (d) in the same manner as provided in
subdivision (c).
   (f) If a limited partner dies, Section 15907.04 applies.
   (g) The limited partnership shall have the right to keep
confidential from limited partners for such period of time as the
limited partnership deems reasonable, any information which the
limited partnership reasonably believes to be in the nature of trade
secrets or other information the 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
business or which the limited partnership is required by law or by
agreement with a third party to keep confidential.
   (h) The limited partnership may impose reasonable restrictions on
the use of information obtained under this section. In a dispute
concerning the reasonableness of a restriction under this
subdivision, the limited partnership has the burden of proving
reasonableness.
   (i) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs
of labor and material.
   (j) Whenever this chapter or a partnership agreement provides for
a limited partner to give or withhold consent to a matter, before the
consent is given or withheld, the limited partnership shall, without
demand, provide the limited partner with all information material to
the limited partner's decision that the limited partnership knows.
   (k) 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 subdivision (g),
subdivision (h) 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.
   (l) 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.



15903.05.  (a) A limited partner does not have any fiduciary duty to
the limited partnership or to any other partner solely by reason of
being a limited partner.
   (b) A limited partner shall discharge the duties to the
partnership and the other partners under this chapter or under the
partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
   (c) A limited partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
limited partner's conduct furthers the limited partner's own
interest.


15903.06.  (a) Except as otherwise provided in subdivision (b), a
person that makes an investment in a business enterprise and
erroneously but in good faith believes that the person has become a
limited partner in the enterprise is not liable for the enterprise's
obligations by reason of making the investment, receiving
distributions from the enterprise, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake,
the person:
   (1) causes an appropriate certificate of limited partnership,
amendment, or certificate of correction to be signed and delivered to
the Secretary of State for filing; or
   (2) withdraws from future participation as an owner in the
enterprise by signing and delivering to and on a form prescribed by
the Secretary of State for filing a certificate of withdrawal under
this section.
   (b) A person that makes an investment described in subdivision (a)
is liable to the same extent as a general partner to any third party
that enters into a transaction with the enterprise, believing in
good faith that the person is a general partner, before the Secretary
of State files a certificate of withdrawal, certificate of limited
partnership, amendment, or certificate of correction to show that the
person is not a general partner.
   (c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subdivision (a) and is unable to cause the
appropriate certificate of limited partnership, amendment, or
certificate of correction to be signed and delivered to the Secretary
of State for filing, the person has the right to withdraw from the
enterprise pursuant to paragraph (2) of subdivision (a) even if the
withdrawal would otherwise breach an agreement with others that are
or have agreed to become co-owners of the enterprise.



15903.07.  (a) The partnership agreement may provide for the
creation of classes of limited partners. The partnership agreement
shall define the rights, powers, and duties of those classes,
including rights, powers, and duties senior to other classes of
limited partners.
   (b) The partnership agreement may provide to all or certain
specified classes of limited partners the right to vote separately or
with all or any class or the general partners on any matter.



State Codes and Statutes

State Codes and Statutes

Statutes > California > Corp > 15903.01-15903.07

CORPORATIONS CODE
SECTION 15903.01-15903.07



15903.01.  A person becomes a limited partner:
   (a) as provided in the partnership agreement;
   (b) as the result of a conversion or merger under Article 11
(commencing with Section 15911.01); or
   (c) with the consent of all the partners.




15903.02.  A limited partner does not have the right or the power as
a limited partner to act for or bind the limited partnership.



15903.03.  (a) A limited partner is not liable for any obligation of
a limited partnership unless named as a general partner in the
certificate or, in addition to exercising the rights and powers of a
limited partner, the limited partner participates in the control of
the business. If a limited partner participates in the control of the
business without being named as a general partner, that partner may
be held liable as a general partner only to persons who transact
business with the limited partnership with actual knowledge of that
partner's participation in control and with a reasonable belief,
based upon the limited partner's conduct, that the partner is a
general partner at the time of the transaction. Nothing in this
chapter shall be construed to affect the liability of a limited
partner to third parties for the limited partner's participation in
tortious conduct.
   (b) A limited partner does not participate in the control of the
business within the meaning of subdivision (a) solely by doing,
attempting to do, or having the right or power to do, one or more of
the following:
   (1) Being any of the following:
   (A) An independent contractor for, an agent or employee of, or
transacting business with, the limited partnership or a general
partner of the limited partnership.
   (B) An officer, director, or shareholder of a corporate general
partner of the limited partnership.
   (C) A member, manager, or officer of a limited liability company
that is a general partner of the limited partnership.
   (D) A limited partner of a partnership that is a general partner
of the limited partnership.
   (E) A trustee, administrator, executor, custodian, or other
fiduciary or beneficiary of an estate or trust that is a general
partner.
   (F) A trustee, officer, adviser, shareholder, or beneficiary of a
business trust that is a general partner.
   (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 for a general
partner, guaranteeing one or more specific debts of the limited
partnership, providing collateral for the limited partnership or
general partner, borrowing money from the limited partnership or a
general partner, or lending money to the limited partnership or a
general partner.
   (4) Approving or disapproving an amendment to the partnership
agreement.
   (5) Voting on, proposing, or calling a meeting of the partners.
   (6) Winding up the partnership pursuant to Section 15908.03.
   (7) Executing and filing a certificate pursuant to Section
15902.05, a certificate of withdrawal pursuant to paragraph (4) of
subdivision (a) of Section 15902.04, or a certificate of cancellation
of the certificate of limited partnership pursuant to paragraph (6)
of subdivision (a) of Section 15902.04.
   (8) Serving on an audit committee or committee performing the
functions of an audit committee.
   (9) Serving on a committee of the limited partnership or the
limited partners for the purpose of approving actions of the general
partner.
   (10) Calling, requesting, attending, or participating at any
meeting of the partners or the limited partners.
   (11) Taking any action required or permitted by law to bring,
pursue, settle, or terminate a derivative action on behalf of the
limited partnership.
   (12) Serving on the board of directors or a committee of,
consulting with or advising, being or acting as an officer, director,
stockholder, partner, member, manager, agent, or employee of, or
being or acting as a fiduciary for, any person in which the limited
partnership has an interest.
   (13) Exercising any right or power permitted to limited partners
under this chapter and not specifically enumerated in this
subdivision.
   (c) The enumeration in subdivision (b) does not mean that any
other conduct or the possession or exercise of any other power by a
limited partner constitutes participation by the limited partner in
the control of the business of the limited partnership.



15903.04.  (a) On 10 days' demand, made in a record received by the
limited partnership, a limited partner may inspect and copy any
information required to be maintained pursuant to Section 15901.11
during regular business hours in the limited partnership's designated
office. The limited partner need not have any particular purpose for
seeking the information.
   (b) Subject to subdivision (g), during regular business hours and
at a reasonable location specified by the limited partnership, a
limited partner may obtain from the limited partnership, which may be
transmitted via electronic transmission, and inspect and copy true
and full information regarding the state of the activities and
financial condition of the limited partnership and other information
regarding the activities of the limited partnership as is just and
reasonable if:
   (1) the limited partner seeks the information for a purpose
reasonably related to the partner's interest as a limited partner;
   (2) the limited partner makes a demand in a record received by the
limited partnership, describing with reasonable particularity the
information sought and the purpose for seeking the information; and
   (3) the information sought is directly connected to the limited
partner's purpose.
   (c) Within 10 days after receiving a demand pursuant to
subdivision (b), the limited partnership in a record 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; and
   (3) if the limited partnership declines to provide any demanded
information, the limited partnership's reasons for declining.
   (d) Subject to subdivision (f), a person dissociated as a limited
partner may inspect and copy required information during regular
business hours in the limited partnership's designated office if:
   (1) the information pertains to the period during which the person
was a limited partner;
   (2) the person seeks the information in good faith; and
   (3) the person meets the requirements of subdivision (b).
   (e) The limited partnership shall respond to a demand made
pursuant to subdivision (d) in the same manner as provided in
subdivision (c).
   (f) If a limited partner dies, Section 15907.04 applies.
   (g) The limited partnership shall have the right to keep
confidential from limited partners for such period of time as the
limited partnership deems reasonable, any information which the
limited partnership reasonably believes to be in the nature of trade
secrets or other information the 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
business or which the limited partnership is required by law or by
agreement with a third party to keep confidential.
   (h) The limited partnership may impose reasonable restrictions on
the use of information obtained under this section. In a dispute
concerning the reasonableness of a restriction under this
subdivision, the limited partnership has the burden of proving
reasonableness.
   (i) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs
of labor and material.
   (j) Whenever this chapter or a partnership agreement provides for
a limited partner to give or withhold consent to a matter, before the
consent is given or withheld, the limited partnership shall, without
demand, provide the limited partner with all information material to
the limited partner's decision that the limited partnership knows.
   (k) 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 subdivision (g),
subdivision (h) 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.
   (l) 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.



15903.05.  (a) A limited partner does not have any fiduciary duty to
the limited partnership or to any other partner solely by reason of
being a limited partner.
   (b) A limited partner shall discharge the duties to the
partnership and the other partners under this chapter or under the
partnership agreement and exercise any rights consistently with the
obligation of good faith and fair dealing.
   (c) A limited partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because the
limited partner's conduct furthers the limited partner's own
interest.


15903.06.  (a) Except as otherwise provided in subdivision (b), a
person that makes an investment in a business enterprise and
erroneously but in good faith believes that the person has become a
limited partner in the enterprise is not liable for the enterprise's
obligations by reason of making the investment, receiving
distributions from the enterprise, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake,
the person:
   (1) causes an appropriate certificate of limited partnership,
amendment, or certificate of correction to be signed and delivered to
the Secretary of State for filing; or
   (2) withdraws from future participation as an owner in the
enterprise by signing and delivering to and on a form prescribed by
the Secretary of State for filing a certificate of withdrawal under
this section.
   (b) A person that makes an investment described in subdivision (a)
is liable to the same extent as a general partner to any third party
that enters into a transaction with the enterprise, believing in
good faith that the person is a general partner, before the Secretary
of State files a certificate of withdrawal, certificate of limited
partnership, amendment, or certificate of correction to show that the
person is not a general partner.
   (c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subdivision (a) and is unable to cause the
appropriate certificate of limited partnership, amendment, or
certificate of correction to be signed and delivered to the Secretary
of State for filing, the person has the right to withdraw from the
enterprise pursuant to paragraph (2) of subdivision (a) even if the
withdrawal would otherwise breach an agreement with others that are
or have agreed to become co-owners of the enterprise.



15903.07.  (a) The partnership agreement may provide for the
creation of classes of limited partners. The partnership agreement
shall define the rights, powers, and duties of those classes,
including rights, powers, and duties senior to other classes of
limited partners.
   (b) The partnership agreement may provide to all or certain
specified classes of limited partners the right to vote separately or
with all or any class or the general partners on any matter.