Limited partners not to take part in management
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:
access, inspect or copy the partnership's books or records; and
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
(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.
This Act’s bill:Second reading speech
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