A Sampling of Rights Afforded to Limited Partners under the ULPA

Most regional centers structure the EB-5 investment fund known as the “new commercial enterprise” into which investors place their investment funds as a limited partnership.  Pursuant to 8 CFR §204.6 (j)(5)(iii), if the petitioner is a limited partner and the limited partnership agreement provides the petitioner with the rights, powers and duties normally granted to limited partners under the Uniform Limited Partnership Act(“ULPA”), the investor will be considered sufficiently engaged in the management of the enterprise for EB-5 purposes.  But clients often ask – what exactly are the rights of limited partners under the ULPA?  The following is an overview of specifies various circumstances in which limited partners have consent rights and should be considered when reviewing a limited partnership agreement from a regional center:

• admission of a general partner, Section 401(4)

• amendment of the partnership agreement, Section 406(b)(1)

• the decision to amend the certificate of limited partnership so as to obtain or relinquish LLP status, Section 406(b)(2)

• the disposition of all or substantially all of the limited partnership’s property, outside the ordinary course, Section 406(b)(3)

• the compromise of a partner’s obligation to make a contribution or return an improper distribution, Section 502(c)

• expulsion of a limited partner by consent of the other partners, Section 601(b)(4)

• expulsion of a general partner by consent of the other partners, Section 603(4)

• redemption of a transferable interest subject to charging order, using limited partnership property, Section 703(c)(3)

• causing dissolution by consent, Section 801(2)

• causing dissolution by consent following the dissociation of a general partner, when at least one general partner remains, Section 801(3)(A)

• avoiding dissolution and appointing a successor general partner, following the dissociation of the sole general partner, Section 801(3)(B)

• appointing a person to wind up the limited partnership when there is no general partner, Section 803(C)

• approving, amending or abandoning a plan of conversion, Section 1103(a) and (b)(2)

• approving, amending or abandoning a plan of merger, Section 1107(a) and (b)(2).