One characteristic of the limited partner (LP) is that it is prohibited from carrying out acts of management (actes de gestion) vis-à-vis third parties in a common limited partnership (CLP - société en commandite simple) as previously stated.

If the LP were to disregard this prohibition, she/he would be held indefinitely and jointly and severally liable to third parties for all the company's commitments in which she/he had participated.

However, it will be possible for a LP:

to act as a member of a management body; or
to act as a proxy for a manager of the company (even a general partner); or
to be granted a corporate signature power by the latter even when acting as the company's representative.

The LP may act in this way without incurring joint and several liability to third parties for the company's commitments, provided that the representative capacity in which he is acting is indicated.

References: Article 310-3, §6 of the law of 10 August 1915 on commercial companies as amended; #351-340* Restrictions to the Powers of Managers’ in the Partnership Agreement of a CLP - CLP / SCS VIII, May 10, 2021; #349-338* Liability of a Common Limited Partnership’s Managers (Excl. GPs) - CLP / SCS VI, May 6, 2021, Bertrand Mariaux.

*Podcast #356

*YouTube Video 345*

Bertrand Mariaux, Avocat à la Cour, LL.M. (hons.)

Prestation de serment (Swearing-in oath): Luxembourg (2011), Certificat d’Aptitude à la Profession d’Avocat, École de Formation professionnelle des Barreaux de la Cour d’appel de Paris (2009), Bond University (LL.M. (distinct.), International Legal Practice, 2010), Université Sorbonne Paris Nord & University of Limerick (Master in European & International Law - major in economics, 2008), certified Expert in Microfinance (Frankfurt School of Finance & Management, 2015), social entrepreneurship (University of Oxford, 2015 & The Wharton School of Social Policy & Practice, 2014) and social & solidarity economy (International Labour Organization Academy - Social & Solidarity Economy, Organisation Internationale du Travail - Économie Sociale et Solidaire, 2017)

Contributor: Cédric Buisine, Avocat