Title 14, Chapter 9A, Section 48
( 14-9A-48)
(a) A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate required under Code Section 14-9A-20 as having been made; and (2) 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. (b) A limited partner holds as trustee for the partnership: (1) Specific property stated in the certificate as contributed by
him, but which was not contributed or which has been wrongfully
returned; and (2) Money or other property wrongfully paid or conveyed to him on
account of his contribution. (c) The liabilities of a limited partner as set forth in this Code
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. (d) 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 interest, necessary to discharge its liabilities to all
creditors who extended credit or whose claims arose before such
return. |