PARTNERSHIPS—LIMITED. 2315

An. Code, sec. 17. 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 conveyed 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 partner-
ship, who extended credit or whose claim arose after the filing and before
a cancellation or amendment of the certificate, to enforce such liabilities.

(4) When a contributor has rightfully received the return in whole or
in part of the capital of his contribution, he is nevertheless liable to the
partnership for any sum, not in excess of such return with interest, neces-
sary to discharge its liabilities to all creditors who extended credit or whose
claims arose before such return.
See notes to sec. 15.

An. Code, sec. 18. 1918, ch. 280, sec. 18.

18. (NATURE OF LIMITED PARTNER'S INTEREST IN PARTNERSHIP.)
A limited partner's interest in the partnership is personal property.

An. Code, sec. 19. 1918, ch. 280, sec. 19.

19. (ASSIGNMENT OF LIMITED PARTNER'S INTEREST.) (1) A
limited partner's interest is assignable.

(2) A substituted limited partner is a person admitted to all the rights
of a limited partner who has died or has assigned his interest in a part-
nership.

(3) An assignee, who does not become a substituted limited partner,
has no right to require any information or account of the partnership
transactions or to inspect the partnership books; he is only entitled to
receive the share of the profits or other compensation by way of income
or the return of his contribution, to which his assignor would otherwise
be entitled.

(4) An assignee shall have the right to become a substituted limited
partner, if all the members (except the assignor) consent thereto or if
the assignor, being thereunto empowered by the certificate, gives the as-
signee that right.

(5) An assignee becomes a substituted limited partner when the certi-
ficate is appropriately amended in accordance with Section 25.

(6) The substituted limited partner has all the rights and powers, and
is subject to all the restrictions and liabilities of his assignor, except those