Louisiana Civil Code

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CHAPTER 7 - PARTNERSHIP IN COMMENDAM

Art. 2836. The provisions of the other chapters of this Title apply to partnerships in commendam to the extent they are consistent with the provisions of this Chapter. [Acts 1980, No. 150, §1]

Art. 2837. A partnership in commendam consists of one or more general partners who have the powers, rights, and obligations of partners, and one or more partners in commendam, or limited partners, whose powers, rights, and obligations are defined in this Chapter. [Acts 1980, No. 150, §1]

Art. 2838. For the liability of a partner in commendam to be limited as to third parties, the partnership must have a name that appears in the contract of partnership; the name must include language that clearly identifies it as a partnership in commendam, such as language consisting of the words "limited partnership" or "partnership in commendam"; and the name must not imply that the partner in commendam is a general partner. [Acts 1980, No. 150, §1]

Art. 2839. A. A partner in commendam becomes liable as a general partner if he permits his name to be used in business dealings of the partnership in a manner that implies he is a general partner.

B. If the name of a partner in commendam is used without his consent, he is liable as a general partner only if he knew or should have known of its use and did not take reasonable steps to prevent the use.

C. If the name of the partner in commendam is the same as that of a general partner or if it had been included in the name of a predecessor business entity or in the name of the partnership prior to the admission of the partner in commendam, its use does not imply that he is a general partner. [Acts 1980, No. 150, §1. Acts 1984, No. 429, §1]

Art. 2840. A partner in commendam must agree to make a contribution to the partnership. The contribution may consist of money, things, or the performance of nonmanagerial services. The partnership agreement must describe the contribution and state either its agreed value or a method of determining it. The contract should also state the time or circumstances upon which the money or other things are to be delivered, or the services are to be performed, and if it fails to do so, payment is due on demand.

A partner in commendam is liable for the obligations of the partnership only to the extent of the agreed contribution. If he does not make the contribution, or contributes only part of it, he is obligated to contribute money, or other things equal to the portion of the stated value that he has failed to satisfy. The court may award specific performance if appropriate. [Acts 1980, No. 150, §1]

Art. 2841. A contract of partnership in commendam must be in writing and filed for registry with the secretary of state as provided by law. Until the contract is filed for registry, partners in commendam are liable to third parties in the same manner as general partners. [Acts 1980, No. 150, §1]

Art. 2842. A partner in commendam may not receive, directly or indirectly, any part of the capital or undistributed profits of the partnership if to do so would render the partnership insolvent. If he does so, he must restore the amount received together with interest at the legal rate.

If the partnership or the partners do not force the partner in commendam to restore the amount received, the creditors may proceed directly against the partner in commendam to compel the restoration. [Acts 1980, No. 150, §1]

Art. 2843. A partner in commendam does not have the authority of a general partner to bind the partnership, to participate in the management or administration of the partnership, or to conduct any business with third parties on behalf of the partnership. [Acts 1980, No. 150, §1]

Art. 2844. A. A partner in commendam is not liable for the obligations of the partnership unless such partner is also a general partner or, in addition to the exercise of such partner's rights and powers as a partner, such partner participates in the control of the business. However, if the partner in commendam participates in the control of the business, such 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 does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by such partner in the business of the partnership. [Acts 1980, No. 150, §1; Acts 1995, No. 847, §1, eff. June 27, 1995]

Arts. 2845-2848. [Repealed. Acts 1995, No. 847, §5, eff. June 27, 1995]

Arts. 2849-2890. [Blank]

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