New York Laws
Article 8 - Limited Partnerships.
106 - Liability of Limited Partner to 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 contributions 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
(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 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.
(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 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.

Structure New York Laws