§ 17-14-403 — Liability to third parties

Wyoming § 17-14-403

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 14: LIMITED PARTNERSHIPS
• Art. 4: LIMITED PARTNERS

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(a) Except as provided in subsection (d) of this section,
a limited partner is not liable for the obligations of a limited
partnership unless he is also a general partner or, in addition
to the exercise of his rights and powers as a limited partner,
he participates in the control of the business. However, if the
limited partner participates in the control of the business, he
is liable only to persons who transact business with the limited
partnership with actual knowledge of his participation in
control.
(b) A limited partner does not participate in the control
of the business within the meaning of subsection (a) of this
section solely by doing one (1) or more of the following:
(i) Being a contractor for or an agent or employee of
the limited partnership or of a general partner or being an
officer, director or shareholder of a general partner that is a
corporation;
(ii) Consulting with and advising a general partner
with respect to the business of the limited partnership;
(iii) Acting as surety for the limited partnership or
guaranteeing or assuming one (1) or more specific obligations of
the limited partnership;
(iv) Taking any action required or permitted by law
to bring or pursue a derivative action in the right of the
limited partnership;
(v) Requesting or attending a meeting of partners;
(vi) Proposing, approving or disapproving, by voting
or otherwise, one (1) or more of the following matters:
(A) The dissolution and winding up of the
limited partnership;
(B) The sale, exchange, lease, mortgage, pledge
or other transfer of all or substantially all of the assets of
the limited partnership;
(C) The incurrence of indebtedness by the
limited partnership other than in the ordinary course of its
business;
(D) A change in the nature of the business;
(E) The admission or removal of a general
partner;
(F) The admission or removal of a limited
partner;
(G) A transaction involving an actual or
potential conflict of interest between a general partner and the
limited partners;
(H) An amendment to the partnership agreement or
certificate of limited partnership; or
(J) Matters related to the business of the
limited partnership not otherwise enumerated in this subsection
which the partnership agreement states in writing may be subject
to the approval or disapproval of limited partners.
(vii) Winding up the limited partnership pursuant to
W.S. 17-14-903; or
(viii) Exercising any right or power permitted to
limited partners under this act and not specifically enumerated
in this subsection.
(c) The enumeration in subsection (b) of this section does
not mean that the possession or exercise of any other powers by
a limited partner constitutes participation by him in the
business of the limited partnership.
(d) A limited partner who knowingly permits his name to be
used in the name of the limited partnership, except under
circumstances permitted by W.S. 17-14-203(a)(ii)(A), is liable
to creditors who extend credit to the limited partnership
without actual knowledge that the limited partner is not a
general partner.