Section 121-607. Limitations on distribution  


Latest version.
  • (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.