N.Y. Partnership Law § 105: Withdrawal or reduction of limited partner's contribution

§ 105. Withdrawal or reduction of limited partner's contribution. (1)

A limited partner shall not receive from a general partner or out of

partnership property any part of his contribution until

(a) All liabilities of the partnership, except liabilities to general

partners and to limited partners on account of their contributions, have

been paid or there remains property of the partnership sufficient to pay

them.

(b) The consent of all members is had, unless the return of the

contribution may be rightfully demanded under the provisions of

subdivision two, and

(c) The certificate is cancelled or so amended as to set forth the

withdrawal or reduction.

(2) Subject to the provisions of subdivision one, a limited partner

may rightfully demand the return of his contribution

(a) On the dissolution of a partnership, or,

(b) When the date specified in the certificate for its return has

arrived, or,

(c) After he has given six months' notice in writing to all other

members, if no time is specified in the certificate either for the

return of the contribution or for the dissolution of the partnership.

(3) In the absence of any statement in the certificate to the contrary

or the consent of all members, a limited partner, irrespective of the

nature of his contribution, has only the right to demand and receive

cash in return for his contribution.

(4) A limited partner may have the partnership dissolved and its

affairs wound up when

(a) He rightfully but unsuccessfully demands the return of his

contribution, or,

(b) The other liabilities of the partnership have not been paid, or

the partnership property is insufficient for their payment and the

limited partner would otherwise be entitled to the return of his

contribution.