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. Sec. 18. Nature of limited partner's interest in partnership. A limited partner's interest in the partnership is personal property. Sec. 19. Assignment of limited partner's interest. partner's interest is assignable. (1) A limited (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 partner ship. (3) An 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 whch 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. Sec. 20. Effect of retirement, death or insanity of a general partner. 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. Sec. 21. Death of limited partner. (1) On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, and such power as the deceased had to constitute his assignee a substituted limited partner. (2) The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. Sec. 22. Rights of creditors of limited partner. (1) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and may appoint a receiver, and make all other orders, directions, and inquiries which the circumstances of the case may require. (2) The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property. (3) The remedies conferred by paragraph (1) shall not be deemed exclusive of others which may exist. (4) Nothing in this Act shall be held to deprive a limited partner of his statutory exemption. Sec. 23. Distribution of assets. (1) In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to general partners, (b) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions, (c) Those to limited partners in respect to the capital of their contributions, (d) Those to general partners other than for capital and profits, (e) Those to general partners in respect to profits, (f) Those to general partners in respect to capital. (2) Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claim for capital, and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims. (1) The Sec. 24. When certificate shall be cancelled or amended. certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when (a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner. (b) A person is substituted as a limited partner. (e) A general partner retires, dies, or becomes insane, and the business is continued under section 20, (f) There is a change in the character of the business of the partnership, (g) There is a false or erroneous statement in the certificate, (h) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution, (i) A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or (j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them. Sec. 25. Requirements for amendment and for cancellation of certificate. (1) The writing to amend a certificate shall (a) Conform to the requirements of section 2 (la) As far as necessary to set forth clearly the change in the certificate which it is desired to make, and (b) Be signed and sworn to by all members and an amendment substituting a limited partner or adding a limited or a general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner. (2) The writing to cancel a certificate shall be signed by all members. (3) A person desiring the cancellation or amendment of a certificate, if any person designated in paragraphs (1) and (2) as a person who must execute the writing refuses to do so, may petition the (here designate the proper court) to direct a cancellation or amendment thereof. (4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the [here designate the responsible official in the office designated in Section 2] in the office where the certificate is recorded to record the cancellation or amendment of the certificate and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment. (5) A certificate is amended or cancelled when there is filed for record in the office (here designate the office designated in section 2) where the certificate is recorded. (a) A writing in accordance with the provisions of paragraph (1) or (2) or (b) A certified copy of the order of court in accordance with the provisions of paragraph (4). (6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the certificate provided for by this Act. Sec. 26. (Parties to actions.) A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership. Sec. 27. (Name of Act.) This Act may be cited as the Uniform Limited Partnership Act. Sec. 28. Rules of construction. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this Act. (2) This Act shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (3) This Act shall not be so construed as to impair the obligations of any contract existing when the Act goes into effect, nor to affect any action or proceedings begun or right accrued before this Act takes effect. Sec. 29. Rules for cases not provided for in this Act. In any case not provided for in this Act the rules of law and equity, including the law merchant, shall govern. Sec. 30. Provisions for existing limited partnerships. (1) A limited partnership formed under any statute of this State prior to the adoption of this Act, may become a limited partnership under this Act by complying with the provisions of section 2; provided the certificate sets forth (a) The amount of the original contribution of each limited partner, and the time when the contribution was made, and (b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. (2) A limited partnership formed under any statute of this State prior to the adoption of this Act, until or unless it becomes a limited partnership under this Act, shall continue to be governed by the provisions of (here insert proper reference to the existing limited partnership Act or Acts), except that such partnerships shall not be renewed unless so provided in the original agreement. Sec. 31. (Acts repealed.) Except as affecting existing limited partnerships to the extent set forth in section 30 the Act (Acts) of (here designate the existing limited partnership Act or Acts) is (are) here repealed. |