§ 106 — Liability of limited partner to partnership

§ 106. Liability of limited partner to partnership. (1) A limited\npartner is liable to the partnership\n (a) For the difference between his contribution as actually made and\nthat stated in the certificate as having been made, and\n (b) For any unpaid contributions which he agreed in the certificate to\nmake in the future at the time and on the conditions stated in the\ncertificate.\n (2) A limited partner holds as trustee for the partnership\n (a) Specific property stated in the certificate as contributed by him,\nbut which was not contributed or which has been wrongfully returned, and\n (b) Money or other property wrongfully paid or conveyed to him on\naccount of his contribution.\n (3) The liabilities of a limited partner as set forth in this section\ncan be waived or compromised only by the consent of all members; but a\nwaiver or compromise shall not affect the right of a creditor of a\npartnership, who extended credit or whose claim arose after the filing\nand before a cancellation or amendment of the certificate, to enforce\nsuch liabilities.\n (4) When a contributor has rightfully received the return in whole or\nin part of the capital of his contribution, he is nevertheless liable to\nthe partnership for any sum, not in excess of such return with interest,\nnecessary to discharge its liabilities to all creditors who extended\ncredit or whose claims arose before such return.\n