Legislation
SECTION 121-607
Limitations on distribution
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 121-607. Limitations on distribution. (a) A limited partnership
shall not make a distribution to a partner to the extent that, at the
time of the distribution, after giving effect to the distribution, all
liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests and liabilities for
which recourse of creditors is limited to specified property of the
limited partnership, exceed the fair market value of the assets of the
limited partnership, except that the fair market value of property that
is subject to a liability for which the recourse of creditors is limited
shall be included in the assets of the limited partnership only to the
extent that the fair value of that property exceeds that liability.
(b) A limited partner who receives a distribution in violation of
subdivision (a) of this section, and who knew at the time of the
distribution that the distribution violated subdivision (a) of this
section, shall be liable to the limited partnership for the amount of
the distribution. A limited partner who receives a distribution in
violation of subdivision (a) of this section, and who did not know at
the time of the distribution that the distribution violated subdivision
(a) of this section, shall not be liable for the amount of the
distribution. Subject to subdivision (c) of this section, this
subdivision shall not affect any obligation or liability of a limited
partner under a partnership agreement or other applicable law for the
amount of a distribution.
(c) Unless otherwise agreed, a limited partner who receives a wrongful
distribution from a limited partnership shall have no liability under
this article or other applicable law for the amount of the distribution
after the expiration of three years from the date of the distribution.
shall not make a distribution to a partner to the extent that, at the
time of the distribution, after giving effect to the distribution, all
liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests and liabilities for
which recourse of creditors is limited to specified property of the
limited partnership, exceed the fair market value of the assets of the
limited partnership, except that the fair market value of property that
is subject to a liability for which the recourse of creditors is limited
shall be included in the assets of the limited partnership only to the
extent that the fair value of that property exceeds that liability.
(b) A limited partner who receives a distribution in violation of
subdivision (a) of this section, and who knew at the time of the
distribution that the distribution violated subdivision (a) of this
section, shall be liable to the limited partnership for the amount of
the distribution. A limited partner who receives a distribution in
violation of subdivision (a) of this section, and who did not know at
the time of the distribution that the distribution violated subdivision
(a) of this section, shall not be liable for the amount of the
distribution. Subject to subdivision (c) of this section, this
subdivision shall not affect any obligation or liability of a limited
partner under a partnership agreement or other applicable law for the
amount of a distribution.
(c) Unless otherwise agreed, a limited partner who receives a wrongful
distribution from a limited partnership shall have no liability under
this article or other applicable law for the amount of the distribution
after the expiration of three years from the date of the distribution.