2023 New York Laws › PTR - Partnership › Article 8-A - Revised Limited Partnership Act › 121-303 - Liability to Third Parties.

§  121-303.  Liability  to  third  parties.  (a) Except as provided in
subdivision (d) of this section, a limited partner is not liable for the
contractual obligations and other liabilities of a  limited  partnership
unless  he  is also a general partner or, in addition to the exercise of
his rights and powers as a  limited  partner,  he  participates  in  the
control   of   the  business.  However,  if  the  limited  partner  does
participate in the control of the business, he is liable only to persons
who transact business with the limited partnership reasonably believing,
based upon the limited partner's conduct, that the limited partner is  a
general partner.
(b)  A  limited  partner  does  not  participate in the control of the
business within the meaning of subdivision (a) of this section by virtue
of doing one or more of the following:
(1) being a contractor for or  transacting  business  with,  including
being  a  contractor  for,  or  an  agent  or  employee  of  the limited
partnership  or  of  a  general  partner  or  an  officer,  director  or
shareholder  of  a  corporate  general  partner, or a member, manager or
agent of a limited liability company that is a general  partner  of  the
limited  partnership,  or  a  partner of a partnership that is a general
partner  of  the  limited  partnership,  or  a  trustee,  administrator,
executor,  custodian  or  other fiduciary or beneficiary of an estate or
trust which is a  general  partner,  or  a  trustee,  officer,  advisor,
shareholder  or  beneficiary  of  a  business  trust  which is a general
partner, or acting in such capacity;
(2) consulting with and advising or rendering professional services to
a general partner with respect to any matter, including the business  of
the limited partnership;
(3)  acting  as  surety  or  endorser  for the limited partnership, or
guaranteeing or providing security for or lending money to  or  assuming
one or more debts of the limited partnership;
(4)   approving  or  disapproving  an  amendment  to  the  partnership
agreement, or calling, requesting, or participating in  any  meeting  of
general and limited partners or limited partners;
(5) taking any action to bring, prosecute, or terminate any derivative
action brought in the right of the limited partnership;
(6)  proposing,  approving, disapproving, or voting on any one or more
of the following matters:
(A) the amendment of  the  partnership  agreement  or  certificate  of
limited partnership;
(B) the dissolution and winding up of the limited partnership;
(C)  the sale, exchange, lease, mortgage, assignment, pledge, or other
transfer of, or granting of a security interest in, any asset or  assets
of the limited partnership;
(D) the merger or consolidation of the limited partnership or election
to continue the business of the limited partnership;
(E) the incurrence, renewal, refinancing or payment or other discharge
of indebtedness by the limited partnership;
(F) a change in the nature of the business;
(G) the admission or removal of a partner;
(H)  a  transaction  or  other matter involving an actual or potential
conflict of interest;
(I) in respect of a limited partnership  which  is  registered  as  an
investment  company under an act of Congress entitled Investment Company
Act of 1940, any matter required by said Investment Company Act of 1940,
or the rules and regulations promulgated thereunder, to be  approved  by
holders of beneficial interests in an investment company;
(J)  such  other  matters  as  are  required for submission to limited
partners by federal or state securities laws  or  rules  or  regulations

thereunder,  or rules of self-regulatory bodies governing the trading of
limited partnership interests;
(K) the indemnification of any partner or other person; or
(L)  such  other matters as are stated in the partnership agreement to
be subject to approval, disapproval or vote by the limited partners;
(7) consulting with  or  advising,  or  being  an  officer,  director,
shareholder,  partner, member, manager, agent or employee of, or being a
fiduciary for, any person  in  which  the  limited  partnership  has  an
interest;
(8)  winding up the limited partnership pursuant to section 121-803 of
this article; or
(9) exercising any right or power permitted to limited partners  under
this article and not specifically enumerated in this subdivision.
(c)  The  enumeration in subdivision (b) of this section does not mean
that the possession or exercise of any other powers by a limited partner
constitutes participation by him in the control of the business  of  the
limited partnership.
(d)  A  limited  partner who expressly consents in writing to his name
being used in the name of the limited partnership is liable to creditors
who extend credit to the limited partnership  without  actual  knowledge
that the limited partner is not a general partner.
(e)  A  limited  partner  does  not  participate in the control of the
business  within  the  meaning  of  subdivision  (a)  of  this   section
regardless  of  the  nature,  extent,  scope, number or frequency of the
limited partner's possessing  or,  regardless  of  whether  or  not  the
limited  partner  has  the rights or powers, exercising or attempting to
exercise one or more of the rights or powers or having or, regardless of
whether or not the limited partner has the rights or powers,  acting  or
attempting  to  act in one or more of the capacities which are permitted
under this section.