HARRY HUGHES, Governor

3041

COMMENT

§ 10-114 of the prior Limited Partnership Act provided
that a limited partner may receive the share of profits or
compensation by way of income stipulated in the certificate,
provided that after such payment is made, the partnership
assets were in excess of all liabilities (except liabilities
to (a) limited partners on account of their contribution and
(b) general partners). Although this restriction is now
lifted, the limitation on return of contributions contained
in § 10-607 of this title may be applicable.

10-602. WITHDRAWAL OF GENERAL PARTNER.

A GENERAL PARTNER MAY WITHDRAW FROM A LIMITED
PARTNERSHIP AT ANY TIME BY GIVING WRITTEN NOTICE TO THE
OTHER PARTNERS, BUT IF THE WITHDRAWAL NOTICE VIOLATES THE
PARTNERSHIP AGREEMENT, THE LIMITED PARTNERSHIP MAY RECOVER
FROM THE WITHDRAWING GENERAL PARTNER DAMAGES FOR BREACH OF
THE PARTNERSHIP AGREEMENT AND OFFSET THE DAMAGES AGAINST THE
AMOUNT OTHERWISE DISTRIBUTABLE TO THE WITHDRAWING GENERAL
PARTNER.

COMMENT

This section is new but is generally derived from §
9-609 of this article, which is part of the Maryland Uniform
Partnership Act and which provides for damages in the case
of a wrongful withdrawal by a general partner.

16-603. WITHDRAWAL OF LIMITED PARTNER.

A LIMITED PARTNER MAY WITHDRAW FROM A LIMITED
PARTNERSHIP AT THE TIME OR ON THE HAPPENING OF EVENTS
SPECIFIED IN THE CERTIFICATE AND IN ACCORDANCE WITH THE
PARTNERSHIP AGREEMENT. IF THE CERTIFICATE DOES NOT SPECIFY
THE TIME OR THE EVENTS ON THE HAPPENING OF WHICH A LIMITED
PARTNER MAY WITHDRAW OR A DEFINITE TIME FOR THE DISSOLUTION
AND WINDING UP OF THE LIMITED PARTNERSHIP, A LIMITED PARTNER
MAY WITHDRAW ON NOT LESS THAN 6 MONTHS' PRIOR WRITTEN NOTICE
TO EACH GENERAL PARTNER AT THE GENERAL PARTNER'S ADDRESS ON
THE BOOKS OF THE LIMITED PARTNERSHIP.

COMMENT

This section is derived from § 10-115(b) of the
previous Limited Partnership Act (§ 16 of the prior uniform
law), although the notice need now only be delivered to the
general partners instead of to "all other members". If the
certificate does not specify a definite time for withdrawal,
the right of a limited partner to withdraw after 6 months'
notice may create practical problems. § 10-115 of the
previous Limited Partnership Act required the amendment or
cancellation of the certificate before either a return of a
contribution or withdrawal of a limited partner could be
effected; this requirement no longer exists.