1. (1) Except as provided in subsection (4), 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 or her rights and powers as a limited partner, he or she participates in the control of the business. However, if the limited partner participates in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

2. (2) A limited partner does not participate in the control of the business within the meaning of subsection (1) solely by doing one or more of the following things:

   1. (a) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation.
   2. (b) Consulting with or advising a general partner with respect to any matter, including the business of the limited partnership.
   3. (c) Acting as surety, guarantor, or endorser for the limited partnership; guaranteeing or assuming one or more specific obligations of the limited partnership; or providing collateral for the limited partnership.
   4. (d) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.
   5. (e) Requesting, attending, or participating in a meeting of partners.
   6. (f) Serving on a committee of the limited partnership or the limited partners.

   7. (g) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

      1. The dissolution and the winding up of the limited partnership.

      2. The sale, exchange, lease, mortgage, assignment, pledge, or other transfer of, or granting of a security interest in, any or all or substantially all of the assets of the limited partnership.

      3. The incurrence, renewal, refinancing, payment, or other discharge of indebtedness by the limited partnership other than in the ordinary course of its business.

      4. A change in the nature of the business.

      5. The admission, removal, or retention of a general partner.

      6. The admission, removal, or retention of a limited partner.

      7. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.

      8. An amendment to the partnership agreement or certificate of limited partnership.

      9. A matter related to the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing is subject to the approval or disapproval of limited partners.

   8. (h) Winding up the limited partnership pursuant to s. 620.157.
   9. (i) Exercising any right or power permitted to limited partners under this act and not specifically enumerated in this subsection.
3. (3) The enumeration in subsection (2) does not mean that the possession or exercise by a limited partner of any power other than a power enumerated in that subsection constitutes participation by him or her in the business of the limited partnership.
4. (4) A limited partner who knowingly permits his or her name to be used in the name of the limited partnership, except under a circumstance permitted by s. 620.103(2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

History.--s. 25, ch. 86-263; s. 122, ch. 97-102.