Corporations, Associations, and Partnerships

Limited Partnerships

SECTION 7-13-28

§ 7-13-28. Liability for contribution.

(a) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the records to be kept pursuant to § 7-13-5) of the stated contribution that has not been made.

(b) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or whose claim arises, after the filing of the certificate of limited partnership or an amendment to it which, in either case, reflects the obligation, and before the amendment or cancellation of it to reflect the compromise, may enforce the original obligation.

History of Section.
(P.L. 1985, ch. 390, § 2; P.L. 1987, ch. 440, § 1.)