South Carolina Code of Laws
Chapter 42 - Uniform Limited Partnership Act
Section 33-42-430. Liabilities to third parties.

(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 takes part in the control of the business. However, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, 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) 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;
(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:
(i) the dissolution and winding up of the limited partnership;
(ii) the sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;
(iii) the incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
(iv) a change in the nature of the business;
(v) the admission or removal of a general partner;
(vi) the admission or removal of a limited partner;
(vii) a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(viii) an amendment to the partnership agreement or certificate of limited partnership;
(7) winding up the limited partnership pursuant to Section 33-42-1430; or
(8) exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).
(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 control of 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 Section 33-42-30(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: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

Structure South Carolina Code of Laws

South Carolina Code of Laws

Title 33 - Corporations, Partnerships and Associations

Chapter 42 - Uniform Limited Partnership Act

Section 33-42-10. Short title.

Section 33-42-20. Definitions.

Section 33-42-30. Name.

Section 33-42-40. Reservation of name.

Section 33-42-45. Assumed name.

Section 33-42-50. Specified office and agent.

Section 33-42-60. Records.

Section 33-42-70. Nature of business.

Section 33-42-75. Limited partnerships activities, financial assistance, and duration.

Section 33-42-80. Business transactions of partner with partnership.

Section 33-42-210. Certificate of limited partnership.

Section 33-42-220. Amendment to certificate.

Section 33-42-230. Cancellation of certificate.

Section 33-42-240. Execution of certificates.

Section 33-42-250. Execution by judicial act.

Section 33-42-260. Filing in office of Secretary of State.

Section 33-42-270. Liability for false statement in certificate.

Section 33-42-280. Scope of notice.

Section 33-42-290. Delivery of certificates to limited partners.

Section 33-42-300. Affidavit of general partners' authority.

Section 33-42-310. Status of existing county filings.

Section 33-42-410. Admission of additional limited partners.

Section 33-42-420. Voting.

Section 33-42-430. Liabilities to third parties.

Section 33-42-440. Person erroneously believing himself limited partner.

Section 33-42-450. Information.

Section 33-42-610. Admission of additional or substitute general partners.

Section 33-42-620. Events of withdrawal.

Section 33-42-630. General powers and liabilities.

Section 33-42-640. Contributions by general partner.

Section 33-42-650. Voting.

Section 33-42-810. Form of contribution.

Section 33-42-820. Liability for contributions.

Section 33-42-830. Sharing of profits and losses.

Section 33-42-840. Sharing of distributions.

Section 33-42-1010. Interim distributions.

Section 33-42-1020. Withdrawal of general partner.

Section 33-42-1030. Withdrawal of limited partner.

Section 33-42-1040. Distribution upon withdrawal.

Section 33-42-1050. Distribution in kind.

Section 33-42-1060. Right to distribution.

Section 33-42-1070. Limitations on distribution.

Section 33-42-1080. Liability upon return of contribution.

Section 33-42-1210. Nature of partnership interest.

Section 33-42-1220. Assignment of partnership interest.

Section 33-42-1230. Rights of creditor.

Section 33-42-1240. Right of assignee to become limited partner.

Section 33-42-1250. Power of estate of deceased or incompetent partner.

Section 33-42-1410. Nonjudicial dissolution.

Section 33-42-1420. Judicial dissolution.

Section 33-42-1430. Winding up.

Section 33-42-1440. Distribution of assets.

Section 33-42-1610. Law governing.

Section 33-42-1620. Registration.

Section 33-42-1630. Issuance of registration.

Section 33-42-1640. Name.

Section 33-42-1650. Changes and amendments.

Section 33-42-1660. Cancellation of registration.

Section 33-42-1670. Transaction of business without registration.

Section 33-42-1680. Action of Attorney General.

Section 33-42-1690. Activities not deemed transacting business.

Section 33-42-1810. Right of action.

Section 33-42-1820. Proper plaintiff.

Section 33-42-1830. Pleading.

Section 33-42-1840. Expenses.

Section 33-42-2010. Construction and application.

Section 33-42-2020. Rules for cases not provided for in this chapter.

Section 33-42-2030. Severability.

Section 33-42-2040. Filing fees.

Section 33-42-2110. Plan of merger; contents; approval; filing; notice of name change as to real property.

Section 33-42-2120. Articles of merger; contents; filing.

Section 33-42-2130. Effect of merger; service of process; liability for partnership obligations.

Section 33-42-2140. Merger pursuant to other law.