§ 8635 — Limited duties of limited partners

(a) Good faith and fair dealing.--A limited partner shall discharge any duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this title or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.

(b) No other duties.--Except as provided under subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.

(c) Transactions with limited partnership.--If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.

(d) Cross reference.--See section 8615(c)(11) (relating to contents of partnership agreement).

Legislative History

Cross References.Section 8635 is referred to in sections 8615, 8634, 8661, 8662 of this title.