Guam § 27314 - Withdrawal or Reduction of Limited Partner's Contribution.

§ 27314. 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

paragraph (2), and

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

withdrawal or reduction.

(2) Subject to the provisions of paragraph (1) of this section, 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 (6) 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 as required by

paragraph (1)(a) of this section and the limited partner would

otherwise be entitled to the return of his contribution.