Page:United States Statutes at Large Volume 76.djvu/706

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PUBLIC LAW 87-716-SEPT. 28, 1962

[76 STAT.

RELATION OF LIMITED PARTNERS INTER SE

SEC. 14. 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. I f 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. COMPENSATION OF LIMITED PARTNER

SEC. 15. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate: Provided, That after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners. WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION

SEC. 16. (1) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until— (a) all liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them, (b) the consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of paragraph (2), and (c) the certificate is canceled or so amended as to set forth the withdrawal or reduction. (2) Subject to the provisions of paragraph (1) a limited partner may rightfully demand the return of his c o n t r i b u t i o n fa) on the dissolution of a partnership, or (b) when the date specified in the certificate for its return has arrived, or (c) after he has given six months' notice in writing to all other members, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the partnership. (3) I n 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 contributionj 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 contribution, or (b) the other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by paragraph ( l a) and the limited partner would otherwise be entitled to the return of his contribution. LIABILITY OF LIMITED PARTNER TO PARTNERSHIP

SEC. 17. (1) A limited partner is liable to the partnership— (a) for 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.

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