South Australian Current Acts South Australian Current Acts65—Limited partner not to take part in management of limited partnership
(1) A limited partner
must not take part in the management of the business of the
limited partnership and does not have power to bind the limited partnership.
(2) If a
limited partner takes part in the management of the business of the
limited partnership, the limited partner is liable, as if the partner were a
general partner, for the liabilities of the partnership incurred while the
limited partner takes part in the management of that business.
(3) A limited partner
is not to be regarded as taking part in the management of the business of the
limited partnership merely because the limited partner—
(a) is
an employee or an independent contractor of the partnership or of a
general partner, or is an officer of a general partner that is a body
corporate; or
(b)
gives advice to, or on behalf of, the limited partnership or a general partner
in the proper exercise of functions arising from the engagement of the
limited partner in a professional capacity or arising from business dealings
between the limited partner and the partnership or a general partner; or
(c)
gives a guarantee or indemnity in respect of any debt or obligation of the
partnership or of a general partner; or
(d)
takes any action, or participates in any action by any other limited partner,
for the purpose of enforcing rights or safeguarding interests as a
limited partner; or
(e) if
authorised by the partnership agreement, participates in general meetings of
all the partners; or
(f)
exercises any power conferred on the limited partner by subsection (4).
(4) A limited partner
or a person authorised by the limited partner may at any time—
(a) have
access to and inspect the books of the partnership and copy any of them; and
(b)
examine the state and prospects of the business of the partnership and advise
and consult with other partners in relation to such matters.
(5) The provisions of
this section may not be varied by the partnership agreement or the consent of
the partners.
(6) No implication is
to be taken as arising from section 65A(3) that a limited partner in a
limited partnership is to be regarded as taking part in the management of the
business of the partnership merely because the limited partner or a person
acting on behalf of the partner does any thing in connection with the conduct
of that business that is not referred to that subsection.