Short answer. Seven things. Under Article 1850, without the written consent or ratification of all the limited partners, a general partner may not act against the certificate, do anything making it impossible to carry on the ordinary business, confess a judgment against the firm, use partnership property for non-partnership purposes, or admit a new general or limited partner.
What the law says
without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to
Civil Code, Article 1850 — Powers of a General Partner. Read the full provision →
The general partner runs it — with limits
A general partner in a limited partnership normally has the full authority of a partner in an ordinary partnership: a general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. But Article 1850 fences off a set of extraordinary acts that he cannot do on his own. For those, without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to act.
Acts that would change the deal
Several of the restricted acts protect the basic terms the limited partners relied on. A general partner cannot do any act in contravention of the certificate — the public document that sets out the partnership's terms — nor do any act which would make it impossible to carry on the ordinary business of the partnership. He cannot confess a judgment against the partnership, handing a claimant a judgment without contest. And he cannot possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose — diverting the firm's assets away from the business. Each of these could rewrite or wreck the venture the limited partners funded.
Acts that change the membership
Another group of restricted acts concerns who is in the partnership. A general partner cannot admit a person as a general partner on his own, and cannot admit a person as a limited partner, unless the right so to do is given in the certificate. Nor can the general partners continue the business with partnership property on the death, retirement, insanity, civil interdiction or insolvency of a general partner, unless the right so to do is given in the certificate.
What this means on both sides
For a limited partner, this article is a core protection: it lists the extraordinary moves a general partner cannot make behind your back, and your written consent is the gate on each of them. Watch for these acts, and do not let them be treated as ordinary management. For a general partner, the lesson is to know the boundary of your own authority — you run the ordinary business freely, but on these listed acts you need the written consent or ratification of every limited partner, or an express authorisation in the certificate. Acting without it exceeds your authority. When one of these decisions arises, get the consent in writing before you act.