(a)
A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in addition to exercising the rights and powers of a limited partner, the limited partner participates in the control of the business. If a limited partner participates in the control of the business without being named as a general partner, that partner may be held liable as a general partner only to persons who transact business with the limited partnership with actual knowledge of that partner’s participation in control and with a reasonable belief, based upon the limited partner’s conduct, that the partner is a general partner at the time of the transaction. Nothing in this chapter shall be construed to affect the liability of a limited partner to third parties for the limited partner’s participation in tortious conduct.
(b)
A limited partner does not participate in the control of the business within the meaning of subdivision (a) solely by doing, attempting to do, or having the right or power to do, one or more of the following:
(1)
Being any of the following:
(A)
An independent contractor for, an agent or employee of, or transacting business with, the limited partnership or a general partner of the limited partnership.
(B)
An officer, director, or shareholder of a corporate general partner of the limited partnership.
(C)
A member, manager, or officer of a limited liability company that is a general partner of the limited partnership.
(D)
A limited partner of a partnership that is a general partner of the limited partnership.
(E)
A trustee, administrator, executor, custodian, or other fiduciary or beneficiary of an estate or trust that is a general partner.
(F)
A trustee, officer, adviser, shareholder, or beneficiary of a business trust that is a general partner.
(2)
Consulting with and advising a general partner with respect to the business of the limited partnership.
(3)
Acting as surety for the limited partnership or for a general partner, guaranteeing one or more specific debts of the limited partnership, providing collateral for the limited partnership or general partner, borrowing money from the limited partnership or a general partner, or lending money to the limited partnership or a general partner.
(4)
Approving or disapproving an amendment to the partnership agreement.
(5)
Voting on, proposing, or calling a meeting of the partners.
(6)
Winding up the partnership pursuant to Section 15908.03.
(7)
Executing and filing a certificate pursuant to Section 15902.05, a certificate of withdrawal pursuant to paragraph (4) of subdivision (a) of Section 15902.04, or a certificate of cancellation of the certificate of limited partnership pursuant to paragraph (6) of subdivision (a) of Section 15902.04.
(8)
Serving on an audit committee or committee performing the functions of an audit committee.
(9)
Serving on a committee of the limited partnership or the limited partners for the purpose of approving actions of the general partner.
(10)
Calling, requesting, attending, or participating at any meeting of the partners or the limited partners.
(11)
Taking any action required or permitted by law to bring, pursue, settle, or terminate a derivative action on behalf of the limited partnership.
(12)
Serving on the board of directors or a committee of, consulting with or advising, being or acting as an officer, director, stockholder, partner, member, manager, agent, or employee of, or being or acting as a fiduciary for, any person in which the limited partnership has an interest.
(13)
Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subdivision.
(c)
The enumeration in subdivision (b) does not mean that any other conduct or the possession or exercise of any other power by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.
