Guam § 27315 - Liability of Limited Partner to Partnership.

§ 27315. Liability of Limited Partner to Partnership.

(1) A limited partner is liable to the partnership:

(a) For the difference between his contribution as actually made

and that stated in the certificate as having been made, and

(b) For any unpaid contribution which he agreed in the certificate

to make in the future at the time and on the conditions stated in the

certificate.

(2) A limited partner holds as trustee for the partnership:

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(a) Specific property stated in the certificate as contributed by

him, but which was not contributed or which has been wrongfully

returned, and

(b) Money or other property wrongfully paid or conveyed to him

on account of his contribution.

(3) The liabilities of a limited partner as set forth in this section can be

waived or compromised only by the consent of all members; but a waiver or

compromise shall not affect the right of the creditor of a partnership, who

extended credit or whose claim arose after the filing and before the

cancellation or amendment of the certificate, to enforce such liabilities.

(4) When a contributor has rightfully received the return in whole or in

part of the capital of his contribution, he is nevertheless liable to the part-

nership for any sum, not in excess of such return with interest, necessary to

discharge its liabilities to all creditors who extended credit or whose claims

arose before such return.