S.L. 370.53 ст. 21Return of limited partner’s contribution.

(1) A general partner or the person appointed pursuant to the first proviso to regulation 25(4) shall not, on dissolution or otherwise of the Special Limited Partnership Fund, make any payment, from the capital attributable to the said Special Limited Partnership Fund, to any limited partner representing a return of any part of his contribution to the Special Limited Partnership Fund unless, at the time of and immediately following the making of the payment, the Special Limited Partnership Fund is solvent.

(2) Where the Special Limited Partnership Fund is insolvent at the time of or immediately following the making of any such payment, or in the event of insolvency of the Special Limited Partnership Fund within a period of six (6) months immediately following the time of making such payment, the payment shall, for a period of one (1) year from the date of its receipt by the limited partner, be repayable by him to the extent necessary to discharge any debt of the Special Limited Partnership Fund incurred at a time when his contribution formed part of the assets of the Special Limited Partnership Fund.

(3) Subject to the provisions of sub-regulations (1) and (2), a limited partner may demand the return of his contribution: PARTNERSHIP FUNDS)

(a) on the dissolution of the Special Limited Partnership Fund; or

(b) at such time or upon the occurrence of such event or events as may be specified in the Partnership Agreement.

(4) A limited partner may, notwithstanding the nature of his contribution, demand and receive only money in return, unless:

(a) the Partnership Agreement provides otherwise; or

(b) all partners agree otherwise.

(5) Any reference, however expressed, to the receipt by a partner of a payment shall include a reference to the release of any debt owed by him and forming part of the assets of the Special Limited Partnership Fund, including any obligation on his part to make a contribution to the capital of the Special Limited Partnership Fund, and accordingly any reference in sub-regulation (2) to the making of a repayment by a partner shall be deemed to include a reference to the due performance by him of the debt or obligation.

(6) For the purposes of these regulations the expression "solvent" means that the Special Limited Partnership Fund is able to pay the debts attributable to it, other than debts described in regulation 30(1)(c)(ii) to (v), in full, as they fall due, out of the assets of the Special Limited Partnership Fund without recourse to the separate assets of the general partner not contributed to the Special Limited Partnership Fund; and the expression "insolvent" shall be construed accordingly.

(7) A distribution of any assets of a Special Limited Partnership Fund to a limited partner shall be deemed to be a return of contribution for the purposes of the provisions of sub-regulation (1), to the extent that the distribution reduces the value of his share in the assets of the Special Limited Partnership Fund, calculated on the basis of the value of the net assets of the Special Limited Partnership Fund, below the value of the amount contributed or agreed to be contributed by him.

(8) The provisions of this regulation shall be subject to the provisions of regulation 30.