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Partnership Act 1997
66Limited partners not to take part in management
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66 Limited partners not to take part in management
(1) A limited partner in an incorporated limited partnership must not
take part in managing the partnership's business.
(2) However, to the extent to which the partner is authorised by the
partnership agreement to do so, the partner may:
(a) access, inspect or copy the partnership's books or records;
and
(b) examine the state or prospects of the partnership's business;
and
(c) advise, or consult with, any partners in the partnership in
relation to the state or prospects of the partnership's business.
(3) In addition, the limited partner is liable as a general partner in the
partnership for any loss or injury caused by the partner to a person
other than a partner in the partnership if:
(a) the loss or injury is a direct result of a wrongful act (including
omission) of the limited partner in taking part in managing the
partnership's business; and
Part 3 Incorporated limited partnerships
Division 3 Powers and liabilities of partnership
Partnership Act 1997 31
(b) at the time of the act the person has reasonable grounds to
believe that the limited partner was a general partner in the
partnership.
(4) The operation of this section must not be varied by the partnership
agreement or any other agreement between the partners.
(5) For this section, a reference to the limited partner includes a
reference to a person acting for the limited partner.