The Control Test for Limited Partnerships

Abstract

Under the Uniform Limited Partnership Act, a limited partner may become generally liable if in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. Although the Act is now over fifty years old, no satisfactory standard of control has been enunciated, and no definition of the rights and powers of a limited partner has been forthcoming. Mr. Feld examines the ambiguities in the statutory language and the dilemma in which they place counsel seeking to advise his clients, and concludes that the Act is due for an overhaul

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