Closely-Held Business Symposium: The Uniform Limited Partnership Act
The heart and soul of limited partnership law is that general partners are personally liable for partnership obligations but limited partners are not. Protecting limited partners from personal responsibility has not been as easy as this simple mission would suggest. The central focus of every promulgated uniform limited partnership act since 1916 has been to fortify the limited partner liability shield and make it more impervious to assault. So it was with the Uniform Limited Partnership Act of 1916 (ULPA 1916), the Revised Uniform Limited Partnership Act of 1976 (RULPA 1976), and the Revised Uniform Limited Partnership Act of 1985 (RULPA 1985). While each promulgated act attempted to strengthen the limited partner liability shield, various statutory expressions were retained to protect creditors who dealt with the limited partnership reasonably believing a limited partner was a general partner. . . .