WILLIAM DONALD SCHAEFER, Governor

Ch. 568

[(b) In each case under subsection (a) of this section, the
person acquiring the partnership interest becomes a limited
partner when the certificate is amended to reflect that fact.]

10-303.

(b) (1) A limited partner does not take part 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 [partner] PARTNERSHIP or of a general
partner or being an officer, director, or stockholder of a
corporate general partner, or any combination of these roles,
whether solely or jointly with other officers, directors, or
stockholders, and irrespective of whether that corporate general
partner is the sole general partner of the limited partnership or
is a general partner of one or more limited partnerships;

(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;

(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 a material portion of the assets of
the limited partnership;

3.  The incurence 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;

6.  The admission of a general or limited
partner;

7.  The merger of the limited partnership
with or into any other entity; or

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