Page:United States Statutes at Large Volume 76.djvu/707

 76 STAT. ]

PUBLIC LAW 87-716-SEPT. 28, 1962

(2) A limited partner holds as trustee for the partnership— (a) specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned, and (b) money or other property wrongfully paid or conveyed to him on account of his contribution. (3) The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities. (4) When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with in-terest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return. NATURE OF LIMITED PARTNER'S INTEREST I N PARTNERSHIP

SEC. 18. A limited partner's interest in the partnership is personal property. ASSIGNMENT OF LIMITED PARTNER'S INTEREST

SEC. 19. (1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (3) A n assignee, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect the partnership books; he is only entitled to receive the share of the profits or other compensation by way of income, or the return of his contribution, to which his assignor would otherwise be entitled. (4) An assignee shall have the right to become a substituted limited partner if all the members (except the assignor) consent thereto or if the assignor, being thereunto empowered by the certificate, gives the assignee that right. (5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 25. (6) The substituted limited partner has all the rights and powers, and is subject to all the restrictions and liabilities of his assignor, except those liabilities of which he was ignorant at the time he became a limited partner and which could not be ascertained from the certificate. (7) The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 6 and 17. EFFECT OF RETIREMENT, DEATH, OR I N S A N I T Y OF A GENERAL PARTNER

SEC. 20. The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners— (a) under a right so to do stated in the certificate, or (b) with the consent of all members.

659

�