EMERSON C. HARRINGTON, GOVERNOR. 673

SEC. 22A. (Distribution of Assets.) (1) In settling ac-
counts after dissolution the liabilities of the partnership shall
be entitled to payment in the following order:

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

(b) Those 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 contributions,

(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 sub-
sequent agreement, limited partners share in the partnership
assets in respect to their claims for capital, and in respect to
their claims for profits or for compensation by way of income
on their contributions respectively, in proportion to the re-
spective amounts of such claims.

SEC. 22B. (When Certificate Shall Be Cancelled or
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 gene'ral partner retires, dies, or becomes insane,
and the business 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 cer
tificate,

(h) There is a change in the time as stated in the certifi-
cate 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 spec-
fied in the certificate, or

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