§ 8646 — Management rights

(a) General rule.--Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as provided in this title, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.

(b) Actions requiring unanimous approval.--The affirmative vote or consent of all the partners is required to:

(1) amend the partnership agreement; and

(2) amend the certificate of limited partnership to delete a statement that the limited partnership is a limited liability limited partnership.

(c) Reimbursement of advance.--A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.

(d) Status of advance.--A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or section 8648(a) (relating to reimbursement, indemnification, advancement and insurance) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(e) No right to remuneration.--A general partner is not entitled to remuneration for services performed for the limited partnership.

(f) Sale of assets.--A sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a limited partnership that is not made in the usual and regular course of the activities and affairs of the partnership must be approved by:

(1) all the general partners; and

(2) limited partners owning the rights to receive a majority of the distributions as limited partners.

(g) Cross reference.--See section 324 (relating to approval by limited partnership).

Legislative History

Cross References.Section 8646 is referred to in section 8648 of this title.