48-7-502. Liability for contribution.
No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to §48-7-105, of the stated contribution that has not been made.
Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.
Source: SL 1986, ch 391, §502.
Structure South Dakota Codified Laws
Chapter 07 - Uniform Limited Partnership Act
Section 48-7-101 - Definitions.
Section 48-7-103 - Reservation of name.
Section 48-7-104 - Specified office and agent.
Section 48-7-105 - Records to be kept.
Section 48-7-106 - Nature of business.
Section 48-7-107 - Business transactions of partner with partnership.
Section 48-7-201 - Content and filing of certificate.
Section 48-7-202 - Amendment to certificate.
Section 48-7-203 - Cancellation of certificate.
Section 48-7-204 - Execution of certificates.
Section 48-7-205 - Execution by judicial act.
Section 48-7-206 - Filing in Office of Secretary of State.
Section 48-7-206.1 - Filing fee.
Section 48-7-206.2 - Effect of filing.
Section 48-7-207 - Liability for false statement in certificate.
Section 48-7-208 - Scope of notice.
Section 48-7-209 - Delivery of certificates to limited partners.
Section 48-7-210 - Filing exact copy of pre-1987 documents.
Section 48-7-301 - Admission of limited partners.
Section 48-7-303 - Liability to third persons.
Section 48-7-304 - Person erroneously believing himself limited partner.
Section 48-7-305 - Information.
Section 48-7-401 - Admission of additional general partners.
Section 48-7-402 - Events of withdrawal.
Section 48-7-403 - General powers and liabilities.
Section 48-7-404 - Contributions by general partner.
Section 48-7-406 - Restrictions on corporate general partner.
Section 48-7-407 - Registration of foreign corporate general partner.
Section 48-7-501 - Form of contribution.
Section 48-7-502 - Liability for contribution.
Section 48-7-503 - Sharing of profits and losses.
Section 48-7-504 - Sharing of distributions.
Section 48-7-601 - Interim distributions.
Section 48-7-602 - Withdrawal of general partner.
Section 48-7-603 - Withdrawal of limited partner.
Section 48-7-604 - Distribution upon withdrawal.
Section 48-7-605 - Distribution in kind.
Section 48-7-606 - Right to distribution.
Section 48-7-607 - Limitations on distribution.
Section 48-7-608 - Liability upon return of contribution.
Section 48-7-701 - Nature of partnership interest.
Section 48-7-702 - Assignment of partnership interest.
Section 48-7-703 - Rights of judgment creditor--Exclusive remedy.
Section 48-7-704 - Right of assignee to become limited partner.
Section 48-7-705 - Power of estate of deceased or incompetent partner.
Section 48-7-801 - Nonjudicial dissolution.
Section 48-7-802 - Judicial dissolution.
Section 48-7-803 - Winding up.
Section 48-7-804 - Distribution of assets.
Section 48-7-901 - Law governing.
Section 48-7-902 - Registration.
Section 48-7-903 - Issuance of registration.
Section 48-7-905 - Changes and amendments.
Section 48-7-906 - Cancellation of registration.
Section 48-7-907 - Transacting of business without registration.
Section 48-7-908 - Action by attorney general.
Section 48-7-1001 - Right of action.
Section 48-7-1002 - Proper plaintiff.
Section 48-7-1101 - Construction and application.
Section 48-7-1102 - Short title.
Section 48-7-1103 - Severability.
Section 48-7-1104 - Effective date, extended effective date, and repeal.
Section 48-7-1105 - Rules for cases not provided for in this chapter.