                                 CODE OF VIRGINIA

LIABILITY TO THIRD PARTIES (§ 50-73.24)

A. Except as provided in subsection D, 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 reasonably believing, based upon
the limited partner&#8217;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 subsection A solely by doing one or more of the following:

   1. 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 or being a partner of a partnership that
   is a general partner of the limited partnership;

   2. Consulting with and advising a general partner with respect to the business
   of the limited partnership;

   3. Acting as surety for the limited partnership or guaranteeing or assuming
   one or more specific obligations of the limited partnership;

   4. Taking any action required or permitted by law to bring or pursue a
   derivative action in the right of the limited partnership;

   5. Requesting or attending a meeting of partners;

   6. Proposing, approving or disapproving, by voting or otherwise, one 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 partnership or the limited partners;				h. An amendment to the
   partnership agreement or certificate of limited partnership; or				i. Matters
   related to the business of the limited partnership not otherwise enumerated in
   this subsection, which the partnership agreement states may be subject to the
   approval or disapproval of limited partners;

   7. Winding up the limited partnership pursuant to &#xA7; 50-73.51; or

   8. Exercising any right or power permitted to limited partners under this
   chapter and not specifically enumerated in this subsection.

C. The enumeration in subsection B 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 subdivision B 1
of &#xA7; 50-73.2, is liable to creditors who extend credit to the limited
partnership without actual knowledge that the limited partner is not a general
partner.

HISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 2012, c. 63.