Art. 2844. Liability of the partner in commendam to third persons

            A. A partner in commendam is not liable for the obligations of the partnership unless the partner is also a general partner or, in addition to the exercise of the partner's rights and powers as a partner, the partner participates in the control of the business. If, however, the partner in commendam participates in the control of the business, the partner is liable only to persons who transact business with the partnership reasonably believing, based upon the partner in commendam's conduct, that the partner in commendam is a general partner.

            B. A partner in commendam does not participate in the control of the business within the meaning of Paragraph A of this Article solely by doing one or more of the following:

            (1) Being a contractor for or an agent or employee of the partnership or of a general partner.

            (2) Being an employee, officer, director, or shareholder of a general partner that is a corporation or a member or manager of a general partner that is a limited liability company.

            (3) Consulting with and advising a general partner with respect to the business of the partnership.

            (4) Acting as surety for the partnership or guaranteeing or assuming one or more specific obligations of the partnership.

            (5) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the partnership.

            (6) Requesting or attending a meeting of partners.

            (7) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

            (a) The continuation, dissolution, termination, or liquidation of the partnership.

            (b) The alienation, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the partnership.

            (c) The incurrence of indebtedness by the partnership other than in the ordinary course of its business.

            (d) A change in the nature of the business.

            (e) The admission, expulsion, or withdrawal of a general partner.

            (f) The admission, expulsion, or withdrawal of a partner in commendam.

            (g) A transaction involving an actual or potential conflict of interest between a general partner and the partnership or the partners in commendam.

            (h) An amendment to the contract of partnership.

            (i) Matters related to the business of the partnership not otherwise enumerated in this Paragraph, which the contract of partnership states in writing may be subject to the approval or disapproval of partners.

            (8) Liquidating the partnership.

            (9) Exercising any right or power permitted to partners in commendam under this Chapter and not specifically enumerated in this Paragraph.

            C. The enumeration in Paragraph B of this Article does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the partner in the business of the partnership.

            Acts 1980, No. 150, §1; Acts 1995, No. 847, §1, eff. June 27, 1995; Acts 2025, No. 488, §1.