Partnership Act 1958
67Limited partner not to take part in management of partnership
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67 Limited partner not to take part in management of 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.
S. 67(2) amended by No. 99/2003 s. 6(9).
(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 body corporate; 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
S. 67(3)(c) amended by No. 99/2003 s. 6(7).
(c) gives a guarantee or indemnity in respect of any liability of the partnership or of a general partner; or
(d) takes any action, or participates in any action by any other limited partner, for the purpose of enforcing rights, or safeguarding interests as a limited partner; or
(e) if authorised by the partnership agreement, gives advice or expresses opinions at 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.
S. 68 inserted by No. 43/1992 s. 5.