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526 LIMITED PARTNERSHIPS. [ART. LXXIII
(c) The certificate is cancelled or so amended as to set forth the
withdrawal or reduction.
(2) Subject to the provisions of paragraph (1) a limited partner
may rightfully demand the return of his contribution
(a) On the dissolution of a partnership, or
(b) When the date specified in the certificate for its return has
arrived, or
(c) After he has given six months' notice in writing to all other
members, if no time is specified in the certificate either for the return
of the contribution or for the dissolution of the partnership.
(3) In the absence of any statement in the certificate to the con-
trary or the consent of all members, a limited partner, irrespective of
the nature of his contribution, has only the right to demand and receive
cash in return for his contribution.
(4) A limited partner may have the partnership dissolved and its
affairs wound up when
(a) He rightfully but unsuccessfully demands the return of his con-
tribution, or
(b) The other liabilities of the partnership have not been paid, or
the partnership property is insufficient for their payment as required
by paragraph (la) and the limited partner would otherwise be entitled
to the return of his contribution.
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1918, ch. 280, sec 17.
17. (LIABILITY OF LIMITED PARTNER TO PARTNERSHIP.) (1) A
limited partner is liable to the partnership
(a) For the difference between his contribution as actually made and
that stated in the certificate as having been made, and
(b) For any unpaid contribution which he agreed in the certificate
to make in the future at the time and on the conditions stated in the
certificate.
(2) A limited partner holds as trustee for the partnership
(a) Specific property stated in the certificate as contributed by him,
but which was not contributed or which has been wrongfully returned,
and
(b) Money or other property wrongfully paid or convoyed to him on
account of his contribution.
(3) The liabilities of a limited partner as set forth in this section
can be waived or compromised only by the consent of all members; but
a waiver or compromise shall not affect the right of a creditor of a
partnership, who extended credit or whose claim arose after the filing
and before a cancellation or amendment of the certificate, to enforce
such liabilities.
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