New South Wales Consolidated Acts

PARTNERSHIP ACT 1892 - SECT 67

67 Limited partner not to take part in management of limited partnership

(1) A limited partner must not take part in the management of the business of the limited partnership and does not have power to bind the limited partnership.

(2) If a limited partner takes part in the management of the business of the limited partnership, the limited partner is liable, as if the partner were a general partner, for the liabilities of the partnership incurred while the limited partner takes part in the management of that business.

(3) A limited partner is not to be regarded as taking part in the management of the business of the limited partnership merely because 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 corporation, or

(b) gives advice to, or on behalf of, the limited 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 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) participates in any action by other limited partners for the purpose of enforcing their rights or safeguarding their interests as limited partners, or

(e) if authorised by the partnership agreement, participates in general meetings of all the partners, or

(f) exercises any power conferred on the limited partner by subsection (4).

(4) A limited partner or a person authorised by the limited partner may at any time:

(a) have access to and inspect the books of the partnership and copy any of them, and

(b) examine the state and prospects of the business of the partnership and advise and consult with other partners in relation to such matters.

(5) The provisions of this section may not be varied by the partnership agreement or the consent of the partners.

(6) No implication is to be taken as arising from section 67A (3) that a limited partner in a limited partnership is to be regarded as taking part in the management of the business of the partnership merely because the limited partner or a person acting on behalf of the partner does any thing in connection with the conduct of that business that is not referred to in that subsection.