Acts Not Regarded As Taking Part in Management of Limited Partnership
1. Contracting with the limited partnership.
2. Acting as an agent or employee of the limited partnership within the scope of the authority conferred by the partners.
3. Acting as an agent or employee of a general partner of the limited partnership or as a trustee or other fiduciary or beneficiary of an estate or trust which is a general partner of the limited partnership, or as a trustee, advisor, shareholder or beneficiary of a business trust or a statutory trust which is a general partner of the limited partnership, or as a director, officer or shareholder of a corporate general partner of the limited partnership.
4. Consulting with and advising the limited partnership or any partners of the limited partnership with respect to the business, affairs or transactions of the limited partnership.
5. Investigating, reviewing, approving or advising on the accounts or affairs of the limited partnership or exercising any rights as a limited partner of the limited partnership.
6. Acting as surety or guarantor for the limited partnership or for a general partner of the limited partnership, either generally or in respect of specific obligations.
7. Enforcing his rights under the partnership agreement (unless those rights are to carry out management functions).
8. Calling, requesting, attending or participating in a meeting of the partners or limited partners of the limited partnership.
9. Approving or disapproving an amendment to the partnership agreement.
10. Voting on, or otherwise signifying approval or disapproval of any transaction or proposed transaction of the limited partnership including —
the dissolution and winding up of the limited partnership;
the purchase, sale, exchange, lease, pledge, mortgage, hypothecation, creation of a security interest, or other dealing in any asset by or of the limited partnership;
the creation, renewal, refinancing or discharge of an obligation by the limited partnership;
a change in the nature of the activities of the limited partnership;
the admission, removal or withdrawal of a general partner or a limited partner and the continuation of the limited partnership thereafter;
transactions in which one or more of the general partners have an actual or potential conflict of interest with one or more of the limited partners;
any amendment to the partnership agreement;
the indemnification of any partner or other person;
the making of, or calling for, or making of other determinations in connection with, contributions;
the making of investments or the making of other determinations in connection with or concerning investments, including investments in any property, either directly or indirectly by the limited partnership;
such other matters as are stated in the partnership agreement.
11. Commencing or instructing any person to commence or continue or defend any legal proceedings on behalf of the limited partnership, if any one or more of the general partners with the authority to do so have, without good cause, refused or failed to commence, continue or defend any such proceedings.
12. Winding up the limited partnership pursuant to any rights the limited partner may have under section 39 of the Partnership Act (Cap. 391).
13. Having all or any part of his name included in the name of the limited partnership.
[Delaware LP, s. 17; Jersey LP Law, Art. 19]