3032

LAWS OF MARYLAND

Ch. 801

10-302. VOTING.

SUBJECT TO § 10-303 OF THIS TITLE, THE PARTNERSHIP
AGREEMENT MAY GRANT TO ALL OR A SPECIFIED GROUP OF THE
LIMITED PARTNERS THE RIGHT TO VOTE (ON A PER CAPITA OR OTHER
BASIS) ON ANY MATTER.

COMMENT

This section is new, and must be read together with
paragraph (b)(5) of § 10-303. Although neither the previous
Limited Partnership Act nor the prior uniform law spoke
specifically of the voting powers of limited partners, it is
not uncommon for partnership agreements to grant such powers
to limited partners. This section is designed only to make
it clear that the partnership agreement may grant such
powers to limited partners. If such powers are granted to
limited partners beyond the "safe harbor" of § 10-303(b)(5),
a court may hold that, under the circumstances, the limited
partners have participated in "control of the business"
within the meaning of § 10-303(a). § 10-303(c) simply means
that the exercise of powers beyond the ambit of § 10-303(b)
is not ipso facto to be taken as taking part in the control
of the business.

10-303. LIABILITY TO THIRD PARTIES.

(A)  IN GENERAL. EXCEPT AS PROVIDED IN § 10-207(A) OF
THIS TITLE AND SUBSECTION (C) OF THIS SECTION, A LIMITED
PARTNER IS NOT LIABLE FOR THE OBLIGATIONS OF A LIMITED
PARTNERSHIP UNLESS THE LIMITED PARTNER IS ALSO A GENERAL
PARTNER OR, IN ADDITION TO THE EXERCISE OF HIS RIGHTS AND
POWERS AS A LIMITED PARTNER, HE TAKES PART IN THE CONTROL OF
THE BUSINESS. IF THE LIMITED PARTNER'S PARTICIPATION IN
THE CONTROL OF THE BUSINESS HOWEVER, IS NOT SUBSTANTIALLY
THE SAME AS THE EXERCISE OF THE POWERS OF A GENERAL PARTNER,
HE IS LIABLE ONLY TO PERSONS WHO TRANSACT BUSINESS WITH THE
LIMITED PARTNERSHIP WITH ACTUAL KNOWLEDGE OF HIS
PARTICIPATION IN CONTROL.

(B)  ACTS NOT CONSTITUTING PARTICIPATION IN THE CONTROL
OF THE BUSINESS. (1) A LIMITED PARTNER DOES NOT
PARTICIPATE IN THE CONTROL OF THE BUSINESS WITHIN THE
MEANING OF SUBSECTION (A) SOLELY BY DOING ONE OR MORE OF THE
FOLLOWING:

(I)  BEING A CONTRACTOR FOR OR AN AGENT OR
EMPLOYEE OF THE LIMITED PARTNERSHIP OR OF A GENERAL PARTNER;

(II)  CONSULTING WITH OR ADVISING A GENERAL
PARTNER WITH RESPECT TO THE BUSINESS OF THE LIMITED
PARTNERSHIP;

(III)  ACTING AS SURETY FOR THE LIMITED
PARTNERSHIP;