EMERSON C. HARRINGTON, GOVERNOR. 669

erroneously believing that he has become a limited partner in
a limited partnership, is not, by reason of his exercise of the
rights of a limited partner, a general partner with the person
or in the partnership carrying on the business, or bound by the
obligations of such person or partnership; provided that on
ascertaining the mistake he promptly renounces his interest in
the profits of the business, or other compensation by way of
income.

SEC. 12. (One Person Both General and Limited Part-
ner.) (1) A person may be a general partner and a limited
partner in the same partnership at the same time.

(2) A person who is a general,, and also at the same time a
limited partner, shall have all the rights and powers and be
subject to all the restrictions of a general partner; except that,
in respect to his contribution, he shall have the rights against
the other members which he would have had if he were not
also a general partner.

SEC. 13. (Loans and Other Business Trasactions With
Limited Partner.) (1) A limited partner also may loan money
to and transact other business with the partnership, and, unless
he is also a general partner, receive on account of resulting
claims against the partnership, with general creditors, a pro
rata share of the assets. No limited partner shall in respect to
any such claim

(a) Receive or hold as collateral security any partnership
property, or

(bj Receive from a general partner or the partnership
any payment, conveyance, or release from liability, if at the
time the assets of the partnership are not sufficient to discharge
partnership liabilities to persons not claiming as general or
limited partners.

(2) The receiving of collateral security, or a payment, con-
veyance, or release in violation of the provisions of paragraph
(1) is a fraud on the creditors of the partnership.

SEC. 14. (Relation of Limited Partners Inter Se.) Where
there are several limited partners the members may agree that
one or more of the limited partners shall have a priority over
other limited partners as to the return of their contributions,
as to their compensation by way of income, or as to any other
matter. If such an agreement is made it shall be stated in the
certificate, and in the absence of such a statement all the limited
partners shall stand upon equal footing.