Singapore legislation

Section 7

of Limited Partnerships Act 2008

Section 7

Distributions to limited partner

(1)

Subject to the partnership agreement, a limited partner may during the continuance of the partnership, with the approval of the general partners —

(a)

increase or reduce the amount of the limited partner’s agreed contribution; and

(b)

draw out or receive back the limited partner’s contributions, or any part of the contributions.

(2)

Despite subsection (1), the limited partner is liable to refund as partnership property of the firm any distribution of capital or profits of the firm made to the limited partner if —

(a)

every general partner at the time of the distribution (called in this subsection every partner) was insolvent at the time of the distribution or became insolvent as a result of the distribution;

(b)

the limited partner knew or ought to have known at the time of the distribution that every partner was insolvent or would become insolvent as a result of the distribution; and

(c)

every partner is adjudicated bankrupt or is ordered to be wound up within one year after the date of the distribution.

(3)

Despite subsection (1), an agreement to reduce the amount of the agreed contribution of a limited partner is of no effect if —

(a)

every general partner at the time of the agreement (called in this subsection every partner) was insolvent at the time of the agreement or became insolvent as a result of the agreement;

(b)

the limited partner knew or ought to have known at the time of the agreement that every partner was insolvent or would become insolvent as a result of the agreement; and

(c)

every partner is adjudicated bankrupt or is ordered to be wound up within one year after the date of the agreement.