2006 New York Code - Liability To Third Parties.

 
    §  121-303.  Liability  to  third  parties.  (a) Except as provided in
  subdivision (d) of this section, a limited partner is not liable for the
  contractual obligations and other liabilities 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  does
  participate in the control of the business, he is liable only to persons
  who transact business with the limited partnership reasonably believing,
  based upon the limited partner's conduct, that the limited partner is  a
  general partner.
    (b)  A  limited  partner  does  not  participate in the control of the
  business within the meaning of subdivision (a) of this section by virtue
  of doing one or more of the following:
    (1) being a contractor for or  transacting  business  with,  including
  being  a  contractor  for,  or  an  agent  or  employee  of  the limited
  partnership  or  of  a  general  partner  or  an  officer,  director  or
  shareholder  of  a  corporate  general  partner, or a member, manager or
  agent of a limited liability company that is a general  partner  of  the
  limited  partnership,  or  a  partner of a partnership that is a general
  partner  of  the  limited  partnership,  or  a  trustee,  administrator,
  executor,  custodian  or  other fiduciary or beneficiary of an estate or
  trust which is a  general  partner,  or  a  trustee,  officer,  advisor,
  shareholder  or  beneficiary  of  a  business  trust  which is a general
  partner, or acting in such capacity;
    (2) consulting with and advising or rendering professional services to
  a general partner with respect to any matter, including the business  of
  the limited partnership;
    (3)  acting  as  surety  or  endorser  for the limited partnership, or
  guaranteeing or providing security for or lending money to  or  assuming
  one or more debts of the limited partnership;
    (4)   approving  or  disapproving  an  amendment  to  the  partnership
  agreement, or calling, requesting, or participating in  any  meeting  of
  general and limited partners or limited partners;
    (5) taking any action to bring, prosecute, or terminate any derivative
  action brought in the right of the limited partnership;
    (6)  proposing,  approving, disapproving, or voting on any one or more
  of the following matters:
    (A) the amendment of  the  partnership  agreement  or  certificate  of
  limited partnership;
    (B) the dissolution and winding up of the limited partnership;
    (C)  the sale, exchange, lease, mortgage, assignment, pledge, or other
  transfer of, or granting of a security interest in, any asset or  assets
  of the limited partnership;
    (D) the merger or consolidation of the limited partnership or election
  to continue the business of the limited partnership;
    (E) the incurrence, renewal, refinancing or payment or other discharge
  of indebtedness by the limited partnership;
    (F) a change in the nature of the business;
    (G) the admission or removal of a partner;
    (H)  a  transaction  or  other matter involving an actual or potential
  conflict of interest;
    (I) in respect of a limited partnership  which  is  registered  as  an
  investment  company under an act of Congress entitled Investment Company
  Act of 1940, any matter required by said Investment Company Act of 1940,
  or the rules and regulations promulgated thereunder, to be  approved  by
  holders of beneficial interests in an investment company;
    (J)  such  other  matters  as  are  required for submission to limited
  partners by federal or state securities laws  or  rules  or  regulations
  thereunder,  or rules of self-regulatory bodies governing the trading of
  limited partnership interests;
    (K) the indemnification of any partner or other person; or
    (L)  such  other matters as are stated in the partnership agreement to
  be subject to approval, disapproval or vote by the limited partners;
    (7) consulting with  or  advising,  or  being  an  officer,  director,
  shareholder,  partner, member, manager, agent or employee of, or being a
  fiduciary for, any person  in  which  the  limited  partnership  has  an
  interest;
    (8)  winding up the limited partnership pursuant to section 121-803 of
  this article; or
    (9) exercising any right or power permitted to limited partners  under
  this article and not specifically enumerated in this subdivision.
    (c)  The  enumeration in subdivision (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 control of the business  of  the
  limited partnership.
    (d)  A  limited  partner who expressly consents in writing to his name
  being used in the name of the limited partnership is liable to creditors
  who extend credit to the limited partnership  without  actual  knowledge
  that the limited partner is not a general partner.
    (e)  A  limited  partner  does  not  participate in the control of the
  business  within  the  meaning  of  subdivision  (a)  of  this   section
  regardless  of  the  nature,  extent,  scope, number or frequency of the
  limited partner's possessing  or,  regardless  of  whether  or  not  the
  limited  partner  has  the rights or powers, exercising or attempting to
  exercise one or more of the rights or powers or having or, regardless of
  whether or not the limited partner has the rights or powers,  acting  or
  attempting  to  act in one or more of the capacities which are permitted
  under this section.