Page:United States Statutes at Large Volume 76.djvu/704

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PUBLIC LAW 87-716-SEPT. 28, 1962

[76 STAT.

BUSINESS WHICH MAY BE CARRIED ON

SEC. 3. A limited partnership may carry on any business which a partnership without limited partners may carry on. CHARACTER OF LIMITED PARTNER'S CONTRIBUTION

SEC. 4. The contributions of a limited partner may be cash or other property, but not services. A N A M E N O T TO C O N T A I N SURNAME OP LIMITED PARTNER; EXCEPTIONS

SEC. 5. (1) The surname of a limited partner shall not appear in the partnership name, unless— 'a) it is also the surname of a general partner, or ^b) prior to the time when the limited partner became such the business had been carried on under a name in which his surname appeared. (2) A limited partner whose name appears in a partnership name contrary to the provisions of paragraph (1) is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner. LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE

SEC. 6. If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false— (a) at the time he signed the certificate, or (b) subsequently, but within a sufficient time before the statement was relied upon to enable him to cancel or amend the certificate, or to file a petition for its cancellation or amendment as provided in section 25(3). LIMITED PARTNER NOT LIABLE TO CREDITORS

SEC. 7. A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. ADMISSION o r ADDITIONAL LIMITED PARTNERS

SEC. 8. After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 25. RIGHTS, P O W E R S, AND LIABILITIES OF A GENERAL PARTNER

SEC. 9. (1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to— (a) do any act in contravention of the certificate, (b) do any act which would make it impossible to carry on the ordinary business of the partnership, (c) confess a judgment against the partnership, (d) possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose, (e) admit a person as a general partner,

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