Limited partners are excluded, in principle, from managing the company.
However, they may negotiate or conclude individual deals on behalf of the company, providing they have received a specific proxy or authorisation empowering them to do so.
Each limited partner is responsible for social security liabilities in a degree that is proportionate to the contribution they made to the company. Accordingly he/she does not assume any other risks, except that of losing the value of the capital he/she has contributed.
However he/she loses the benefit of limitation of such liability when he/she infringes the rule of not interfering with the management of the company and when he/she allows his/her name to be included in the registered business name of the company.
What is meant by the limited partner not being allowed to interfere?
Generally the limited partner does not have any autonomous decision-making power in running the company.
Therefore, in general, he/she cannot carry out internal administration activities, nor acts of representation, under pain of losing his/her limited liability and of no longer being sheltered from bankruptcy.
The limited partner may however represent the company on the basis of a special proxy for an individual transaction or may carry out given acts under the direction of the unlimited partners. Issuing a general proxy or giving an administrative assignment to a limited partner is a clear infringement of the above rule of not interfering.