98Limited partner not to take part in the management of the incorporated limited partnership

98 Limited partner not to take part in the management of the incorporated limited partnership

(1) A limited partner must not take part in the management of the business of the incorporated limited partnership.

(2) If a limited partner takes part in the management of the business of the incorporated limited partnership—

(a) the acts of the limited partner bind the partnership in circumstances where—

(i) they would be binding on the partnership if they were the acts of a general partner in the partnership; and

(ii) the person to whom the liability was incurred reasonably believed, having regard to the limited partner's conduct at the time the liability was incurred, that the limited partner was a general partner in the partnership; and

(b) where under paragraph (a) the partnership is bound by the acts of the limited partner, the limited partner is liable, as if a general partner, for any liability incurred by the partnership to a person as a direct result of the acts of the limited partner if the partnership is unable to satisfy the liability.

(3) A limited partner is not to be regarded as taking part in the management of the business of the incorporated limited partnership merely because the limited partner or a person acting on behalf of 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 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 between the limited partner and 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) takes any action, or participates in any action taken by any other limited partner, for the purpose of enforcing the rights, or safeguarding the interests, of the limited partner as a limited partner; or

(e) if permitted by the partnership agreement—

(i) calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or

(ii) whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution, whether or not considered or to be considered at a meeting of the partners or of the limited partners or of any of them; or