Perhaps my info is outdated. It came out of the Wiley materials.

QUOTE=kj_nyc]

fightonusc, where did you get that information from?  I found the following in the Wiley software (although I think my Wiley software is 1 version older than the latest):

3.  Rights of partners in limited partnership

a.   General partners manage partnership

b.   Limited partners invest

(1)  Limited partner who manages partnership substantially like general partner obtains liability like general partner to third parties who believed s/he was general partner

(2)  Limited partner allowed to do following without risking loss of limited protection

(a)  Acting as an agent or employee of limited partnership or as a general partner

(b)  Consulting with and advising general partner about business

(c)  Approving or disapproving amendments to limited partnership agreement

(d)  Voting on dissolution or winding up of limited partnership

(e)  Voting on loans of limited partnership

(f)  Voting on change in nature of business

(g)  Voting on removal of a general partner

(h)  Bringing derivative lawsuit or limited partner on behalf of limited partnership

This what Becker says:

-A limited partner's liability is limited to his investment and unpaid capital contributions. The price of the limited liability is a restriction on the power of the limited partner to manage the partnership.

-Limited partners cannot participate in management or they lose their limited liability status (however in some instances, such as approving of new general or limited partners, the limited partners may vote).

-If a limited partner is a general partner (i.e general partner buys a limited partnership interest in addition to his/her iinterest as a general partner), the partner does not have the limited liability of a limited partner.

Is this information from Becker 2009 edition?

Did anyone see a question along this line in the recent BEC examine?

gimpy22 wrote: -If a limited partner is a general partner (i.e general partner buys a limited partnership interest in addition to his/her iinterest as a general partner), the partner does not have the limited liability of a limited partner.

I think this makes sense.  By virtue of the partner's GP interest, this partner has unlimited liability; the fact that he also has a limited partnership interest is irrelevant.

gimpy22 wrote: -Limited partners cannot participate in management or they lose their limited liability status (however in some instances, such as approving of new general or limited partners, the limited partners may vote).

I don't completely agree with this based on what I've read.  Per section 304(b) of the RULPA of 1976 with 1985 amendments, the limited partner needs also to have transacted with a third party who reasonably believed that the LP was a GP:
http://www.law.upenn.edu/bll/archives/ulc/fnact99/1980s/ulpa 7685.htm
section 304 (b)
(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he [or she] is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

Also see this from a description of the 2001 Uniform Limited Partnership Act:
http://www.nccusl.org/Update/uniformact_summaries/uniformact s-s-ulpa.asp

A fundamental change from RULPA involves the liability of limited partners and general partners for the partnership debts. Under RULPA, a limited partner could be held liable for the entity's debts if he participated in the control of the business and the third party transacted business with the partnership with the reasonable belief that the limited partner was a general partner. Under the new Act, a limited partner cannot be held liable for the partnership debts even if he participates in the management and control of the limited partnership. Concerning general partners, under RULPA, liability was complete, automatic and formally inescapable. Under this Act, limited liability limited partnership (LLLP) status is expressly available to provide a full liability shield to all general partners.

I am guessing that this 2001 Uniform Limited Partnership Act is not relevant to limited partnership questions on the exam, because this 2001 act incorporates rules regarding limited liability partnership and Uniform Limited Liability Company Act.  However, as I discuss in a separate post, I am confused as to which RULPA version we are supposed to use for answering limited partnership questions on the exam (I suspect we're supposed to use the 1976 Act).  Can someone who officially has the latest Becker ask their academic support?  It seems that only Becker is saying that LPs will lose limited liability if they automatically participate in management.  I only have a set of 2006 Becker materials that a former coworker gave me last year.