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.
Last modified: February 3, 2019