§ 105 — Withdrawal or reduction of limited partner's contribution

§ 105. Withdrawal or reduction of limited partner's contribution. (1)\nA limited partner shall not receive from a general partner or out of\npartnership property any part of his contribution until\n (a) All liabilities of the partnership, except liabilities to general\npartners and to limited partners on account of their contributions, have\nbeen paid or there remains property of the partnership sufficient to pay\nthem.\n (b) The consent of all members is had, unless the return of the\ncontribution may be rightfully demanded under the provisions of\nsubdivision two, and\n (c) The certificate is cancelled or so amended as to set forth the\nwithdrawal or reduction.\n (2) Subject to the provisions of subdivision one, a limited partner\nmay rightfully demand the return of his contribution\n (a) On the dissolution of a partnership, or,\n (b) When the date specified in the certificate for its return has\narrived, or,\n (c) After he has given six months' notice in writing to all other\nmembers, if no time is specified in the certificate either for the\nreturn of the contribution or for the dissolution of the partnership.\n (3) In the absence of any statement in the certificate to the contrary\nor the consent of all members, a limited partner, irrespective of the\nnature of his contribution, has only the right to demand and receive\ncash in return for his contribution.\n (4) A limited partner may have the partnership dissolved and its\naffairs wound up when\n (a) He rightfully but unsuccessfully demands the return of his\ncontribution, or,\n (b) The other liabilities of the partnership have not been paid, or\nthe partnership property is insufficient for their payment and the\nlimited partner would otherwise be entitled to the return of his\ncontribution.\n