Corporate General Partners Flashcards

1
Q

Re-RULPA Corporate General Counsel Rule

A

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.

Thus, a limited partner can control the limited partnership via his role as an officer of a corporation that is the general partner.

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