Page:United States Statutes at Large Volume 76.djvu/705

 76 STAT. ]

PUBLIC LAW 87-716-SEPT. 28, 1962

(f) admit a person as a limited partner, unless the right so to do is given in the certificate, (g) continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate. RIGHTS OF A LIMITED PARTNER

SEC. 10. (1) A limited partner shall have the same rights as a general partner to— (a) have the partnership books kept at a principal place of business of the partnership, and at all times to inspect and copy any of* them, (b) have on demand true and full information of all things affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable, and (c) have dissolution and winding up by decree of court. (2) A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in sections 15 and 16. STATUS OF PERSON ERRONEOUSLY BELIEVING HIMSELF A LIMITED PARTNER

SEC. 11. A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of this 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. ONE PERSON BOTH GENERAL A N D LIMITED PARTNER

SEC. 12. (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. LOANS A N D OTHER BUSINESS TRANSACTIONS W I T H LIMITED PARTNER

SEC. 13. (1) A limited partnet 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 (b) 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, conveyance, or release in violation of the provisions of paragraph (1) is a fraud on the creditors of the partnership. 78135 O-63—45

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