(1)(a) A limited partner is not liable for
the obligations of a limited partnership incurred while it is not a limited liability
limited partnership unless the limited partner is also a general partner or, in
addition to the exercise of the limited partner's rights and powers as a limited
partner, the limited partner participates in the control of the business. However, if
the limited partner participates in the control of the business at the time such
liability is incurred, the limited partner is liable only to persons who transact
business or conduct activities with the limited partnership reasonably believing,
notwithstanding the fact that the limited partner is not designated as a general
partner in the certificate of limited partnership, based upon the limited partner's
con
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(1) (a) A limited partner is not liable for
the obligations of a limited partnership incurred while it is not a limited liability
limited partnership unless the limited partner is also a general partner or, in
addition to the exercise of the limited partner's rights and powers as a limited
partner, the limited partner participates in the control of the business. However, if
the limited partner participates in the control of the business at the time such
liability is incurred, the limited partner is liable only to persons who transact
business or conduct activities with the limited partnership reasonably believing,
notwithstanding the fact that the limited partner is not designated as a general
partner in the certificate of limited partnership, based upon the limited partner's
conduct, that the limited partner is a general partner at the time such liability is
incurred.
(b) A limited partner of a limited liability limited partnership is not liable for
the obligations of the partnership incurred while it is a limited liability limited
partnership.
(2) A limited partner does not participate in the control of the business within
the meaning of subsection (1) of this section solely by doing one or more of the
following:
(a) Being a contractor for or an agent or employee of the limited partnership
or of a general partner;
(b) Being an officer, director, or shareholder of a corporate general partner;
(c) Consulting with and advising a general partner with respect to the
business of the limited partnership;
(d) Acting as surety for the limited partnership or guaranteeing or assuming
one or more specific obligations of the limited partnership or providing collateral
for an obligation of the limited partnership;
(e) Bringing an action in the right of a limited partnership to recover a
judgment in its favor pursuant to part 10 of this article;
(f) Calling, requesting, or participating in a meeting of the partners;
(g) Proposing or approving or disapproving, by voting or otherwise, one or
more of the following matters:
(I) The dissolution and winding up or continuation of the limited partnership;
(II) The sale, exchange, lease, mortgage, pledge, or other transfer of any
assets of the limited partnership;
(III) The incurrence of indebtedness by the limited partnership;
(IV) A change in the nature of the business;
(V) The admission or removal of a partner;
(VI) A transaction or other matter involving an actual or potential conflict of
interest;
(VII) An amendment to the partnership agreement or certificate of limited
partnership; or
(VIII) Such other matters as are stated in writing in the partnership
agreement;
(h) Winding up the limited partnership pursuant to section 7-62-803; or
(i) Exercising any right or power permitted to limited partners under this
article and not specifically enumerated in this subsection (2).
(3) The enumeration in subsection (2) of this section does not mean that the
possession or exercise of any other powers by a limited partner constitutes
participation by the limited partner in the business of the limited partnership.
(4) Repealed.