HARRY HUGHES, Governor

3033

(IV)  APPROVING OR DISAPPROVING AN
AMENDMENT TO THE PARTNERSHIP AGREEMENT; OR

(V)  VOTING ON ONE OR MORE OF THE FOLLOWING

MATTERS:

1.  THE DISSOLUTION AND WINDING UP OF
THE LIMITED PARTNERSHIP;

2.  THE SALE, EXCHANGE, LEASE,
MORTGAGE, PLEDGE, OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY
ALL THE ASSETS OF THE LIMITED PARTNERSHIP;

3.  THE INCURRENCE OF INDEBTEDNESS BY
THE LIMITED PARTNERSHIP OTHER THAN IN THE ORDINARY COURSE OF
ITS BUSINESS;

4.  A CHANGE IN THE NATURE OF ITS
BUSINESS;

5.  THE REMOVAL OF A GENERAL PARTNER;

OR

6.  THE ADMISSION OF A GENERAL OR
LIMITED PARTNER;

(2) THE ENUMERATION IN SUBSECTION (B)(1) OF THIS
SUBSECTION DOES NOT NECESSARILY MEAN THAT THE POSSESSION OR
EXERCISE OF ANY OTHER POWERS BY A LIMITED PARTNER
CONSTITUTES PARTICIPATION BY THE LIMITED PARTNER IN THE
BUSINESS OF THE LIMITED PARTNERSHIP.

(C) PERMISSION TO USE NAME. A LIMITED PARTNER WHO
KNOWINGLY PERMITS HIS NAME TO BE USED IN THE NAME OF THE
LIMITED PARTNERSHIP, EXCEPT UNDER CIRCUMSTANCES PERMITTED BY
§ 10-102(A)(2) OF THIS TITLE, IS LIABLE TO CREDITORS WHO
EXTEND CREDIT TO THE LIMITED PARTNERSHIP WITHOUT ACTUAL
KNOWLEDGE THAT THE LIMITED PARTNER IS NOT A GENERAL PARTNER.

COMMENT

This section makes several important changes in §
10-106(b) of the previous Limited Partnership Act (§ 7 of
the prior uniform law). The first sentence of § 10-303(a)
carries over the basic test from § 10-106(b)(l) of the
previous Limited Partnership Act (§ 7 of the prior uniform
law) — whether the limited partner "takes part in the
control of the business" — in order to insure that judicial
decisions under the prior uniform law remain applicable to
the extent not expressly changed. The second sentence of §
10-303(a) reflects a wholly new concept. Because of the
difficulty of determining when the "control" line has been
overstepped, it was thought unfair to impose general
partner's liability on a limited partner except to the
extent that a third party had knowledge of his participation
in control of the business. On the other hand, in order to
avoid permitting a limited partner to exercise all of the