67Limited partner not to take part in management of limited partnership

#### 67 Limited partner not to take part in management of limited partnership 67 Limited partner not to take part in management of limited partnership > > (1) A limited partner must not take part in the management of the business of the limited partnership and does not have power to bind the limited partnership. > > > (2) If a limited partner takes part in the management of the business of the limited partnership, the limited partner is liable, as if the partner were a general partner, for the liabilities of the partnership incurred while the limited partner takes part in the management of that business. > > > (3) A limited partner is not to be regarded as taking part in the management of the business of the limited partnership merely because the limited partner— > > > > > (a) is an employee or an independent contractor of the partnership or of a general partner, or is an officer of a general partner that is a corporation, or > > > > > (b) gives advice to, or on behalf of, the limited partnership or a general partner in the proper exercise of functions arising from the engagement of the limited partner in a professional capacity or arising from business dealings between the limited partner and the partnership or a general partner, or > > > > > (c) gives a guarantee or indemnity in respect of any liability of the partnership or of a general partner, or > > > > > (d) participates in any action by other limited partners for the purpose of enforcing their rights or safeguarding their interests as limited partners, or > > > > > (e) if authorised by the partnership agreement, participates in general meetings of all the partners, or > > > > > (f) exercises any power conferred on the limited partner by subsection (4). > > > (4) A limited partner or a person authorised by the limited partner may at any time— > > > > > (a) have access to and inspect the books of the partnership and copy any of them, and > > > > > (b) examine the state and prospects of the business of the partnership and advise and consult with other partners in relation to such matters. > > > (5) The provisions of this section may not be varied by the partnership agreement or the consent of the partners. > > > (6) No implication is to be taken as arising from section 67A (3) that a limited partner in a limited partnership is to be regarded as taking part in the management of the business of the partnership merely because the limited partner or a person acting on behalf of the partner does any thing in connection with the conduct of that business that is not referred to in that subsection. > > **s 67:** Ins 1991 No 48, Sch 1. Am 2004 No 8, Sch 1 \[81\] \[88\] \[89\].