PARTNERSHIPS—LIMITED. 2317

An. Code, sec. 22A. 1918, ch. 280, sec. 22A.

23. (DISTRIBUTION OF ASSETS.) (1) In settling accounts after dis-
solution the liabilities of the partnership shall be entitled to payment in
the following order:

(a) Those to creditors, in the order of priority as provided by law,
except those to limited partners on account of their contributions, and to
general partners,

(b) Those to limited partners in respect to their share of the profits
and other compensation by way of income on their contributions,

(c) Those to limited partners in respect to the capital of their contri-
butions,

(d) Those to general partners other than for capital and profits,

(e) Those to general partners in respect to profits,

(f) Those to general partners in respect to capital.

(2) Subject to any statement in the certificate or to subsequent agree-
ment, limited partners share in the partnership assets in respect to their
claims for capital, and in respect to their claims for profits or for com-
pensation by way of income on their contributions respectively, in propor-
tion to the respective amounts of such claims.

An. Code, sec. 22B. 1918, ch. 280, sec. 22B.

24. (WHEN CERTIFICATE SHALL BE CANCELLED OB AMENDED.)
(1) The certificate shall be cancelled when the partnership is dissolved
or all limited partners cease to be such.

(2) A certificate shall be amended when

(a) There is a change in the name of the partnership or in the amount
or character of the contribution of any limited partner,

(b) A person is substituted as a limited partner,

(c) An additional limited partner is admitted,

(d) A person is admitted as a general partner,

(e) A general partner retires, dies, or becomes insane, and the busi-
ness is continued under Section 20,

(f) There is a change in the character of the business of the partnership,

(g) There is a false or erroneous statement in the certificate,
(h) There is a change in the time as stated in the certificate for the
dissolution of the partnership or for the return of a contribution,

(i) A time is fixed for the dissolution of the partnership, or the return
of a contribution, no time having been specified in the certificate, or

(j) The members desire to make a change in any other statement in
the certificate in order that it shall accurately represent the agreement
between them.

An. Code, sec. 22C. 1918, ch. 280, sec. 22C.

25. (REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF
CERTIFICATE.) (1) The writing to amend a certificate shall

(a) Conform to the requirements of Section 2 (la) as far as neces-
sary to set forth clearly the change in the certificate which it is desired to
make, and

(b) Be signed and sworn to by all members, and an amendment sub-
stituting a limited partner or adding a limited or general partner shall