2314 ARTICLE 73.

An. Code, sec. 15. 1918, ch. 280, sec. 15.

15. (COMPENSATION OF LIMITED PARTNER.) A limited partner may
receive from the partnership the share of the profits or the compensation
by way of income stipulated for in the certificate; provided, that after such
payment is made, whether from the property of the partnership or that of
a general partner, the partnership assets are in excess of all liabilities of
the partnership except liabilities to limited partners on account of their
contributions and to general partners.

Where a firm which is knowingly insolvent transfers property to one of its creditors,
thereby paying latter in full, law conclusively presumes intention to prefer; hence
special partner is liable as a general partner under sec. 17. Lineweaver v. Slagle,
64 Md. 487.

See art. 39B, sec. 8.

An. Code, sec. 16. 1918, ch. 280, sec. 16.

16. (WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBU-
TION.) (1) A limited partner shall not receive from a general partner
or out of partnership property any part of his contribution until

(a) All liabilities of the partnership, except liabilities to general part-
ners and to limited partners on account of their contributions, have been
paid or there remains property of the partnership sufficient to pay them,

(b) The consent of all members is had, unless the return of the contri-
bution may be rightfully demanded under the provisions of paragraph
(2), and

(c) The certificate is cancelled or so amended as to set forth the with-
drawal 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 ar-
rived, or

(c) After he has given six months' notice in writing to all other mem-
bers, 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 contrary
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 para-
graph (1a) and the limited partner would otherwise be entitled to the
return of his contribution.
See notes to sec. 15.