2758 ARTICLE 73

(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.

An. Code, 1924, sec. 17. 1912, sec. 17. 1918, ch. 280, sec. 17.

17. (Liability of Limited Partner to Partnership.) (1) A limited
partner is liable to the partnership

(a) Por 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 f or 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, 1924, sec. 18. 1912, 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.