48.270 Limited Partnership; Liability to Partnership

48.270 Limited Partnership; Liability to Partnership Limited partners are liable to the partnership a. for the difference between their contributions as actually made and that stated in the certificate as having been made and b. for any unpaid contribution that they agreed in the certificate to make in the future at the time and on the conditions stated in the certificate. Limited partners hold as trustees for the partnership a. specific property stated in the certificate as contributed by them but that was not contributed or that has been wrongfully returned and b. money or other property wrongfully paid or conveyed to them on account of their contribution. The liabilities of a limited partner as set forth above can be waived or compromised only by the consent of all members, but a waiver or compromise shall not affect the right of a creditor of a partnership who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate to enforce such liabilities. When contributors have rightfully received the return in whole or in part of the capital of their contributions, they are liable to the partnership 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. O.C.G.A. §14-9A-48