In which case is a limited partner liable as a general partner?

Prepare for the Partnership Law Exam. Study with flashcards and multiple choice questions, each question has hints and explanations. Get ready for your exam!

A limited partner is generally shielded from personal liability for the debts and obligations of the partnership, provided that they adhere to the limitations prescribed by law. However, there are specific circumstances under which a limited partner can be held liable as if they were a general partner.

The correct scenario is when a limited partner’s surname appears in the partnership name corresponding to a general partner. In many jurisdictions, this is known as the "name liability" rule. If a limited partner’s name appears in the partnership's official name, it could create a perception that the individual is a general partner, thus subjecting them to the same liabilities. This rule is intended to protect third parties who might rely on the limited partner’s name as an indication of authority or involvement in the partnership.

In contrast, the other scenarios provided do not inherently result in a limited partner being treated as a general partner. For instance, being identified as a general-limited partner in the certificate does not automatically impose liability in the same way. While taking part in the control or management of the business can compromise a limited partner's liability protections, it's not the name-related liability that directly correlates with being liable as a general partner. Thus, the naming convention remains the definitive reason a limited partner might

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