California Corporations Code

§ 15903.03

CORP § 15903.03 Effective Jan 1, 2008Title 2 · Ch. 4.5 · Art. 3

Statute text

(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:

…

Legislative history

Amended by Stats. 2007, Ch. 130, Sec. 43. Effective January 1, 2008.