Chapter 27

COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 1CHAPTER 27 LIMITED PARTNERSHIPS Article 1. Nature of Partnership. Article 2. Formation of Partnership. Article 3. Powers, Rights, Duties and Liabilities of Partners. Article 4. Alteration and Dissolution of the Partnership. Article 5. Miscellaneous Provis ions. ARTICLE 1 NATURE OF PARTNERSHIP § 27101. Limited Partnership Defined. A limited partner shipis a partnership formed by two or more persons under the provisions of § 27201, having as members one or more general partners and one or more limited par tners. The limited partners as such shall not be bound by the obliga tions of the partnership. SOURCE: CC § 2477. NOTE: No CC §§ 2473 -76 existed in the origi nal Civil Code. ---------- ARTICLE 2 FORMA TION OF PARTNERSHIP § 27201. Formation. (1) Two o r more persons desiring to form a limited partnership shall: (a) Sign and swear to a certificate, which shall state -- i.The name of the partnership. ii.The character of the business. iii.The location of the principal place of the busi ness.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 2iv.The nam e and place of residence of each mem ber;

of the business. iii.The location of the principal place of the busi ness.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 2iv.The nam e and place of residence of each mem ber; general and limited partners being respec tively desig nated. v.The term for which the partnership is to exist. vi.The amount of cash and a description of and the agreed value of the other proper ty contrib uted by each limited partner. vii.The additional contributions, if any , agreed to be made by each limited part ner and the times at which or the events on the happening of which they shall be made. viii.The time, if agreed upon, when the con tribution of each limited partner is to be re turned. ix.The share of the profits or the other com pensation by way of income which each limited partner shall receive by reason of his contribu tion. x.The right, if given, of a limited part ner to substi tute an assignee as contributor in his place, and the terms and conditions of the substitution. xi.The right, if given, of the partners to admit addition al limited partners. xii.The right, if given, of one or more of the limited partne rs to priority over other limited part ners, as to

tution. xi.The right, if given, of the partners to admit addition al limited partners. xii.The right, if given, of one or more of the limited partne rs to priority over other limited part ners, as to contributions or as to compen sation by way of in come, and the nature of such priority . xiii.The right, if given, of the remaining gen eral partner or partners to continue the business on the death, retire ment or insanity of a general partner, and xiv.The right, if given, of a limited part ner to de mand and receive property other than cash in return for his contri bution. (b) File the said certificate in the Department of Revenue and Taxation, in a book to b e kept for that purpose open to public inspection.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 3(2) A limited partnership is formed if there has been substantial compliance in good faith with the require ments of paragraph (1) of this section. SOURCE: CC § 2478. ---------- ARTICLE 3 POWERS ,RIGHTS ,DUTIES AND LIABILITIES OF PARTNERS § 27301. Business Which may be Carried on. § 27302. Character of Limited Partner's Contribu tion. § 27303. A Na me not to Contain Surname of Limit ed Part ner; Exceptions.

AND LIABILITIES OF PARTNERS § 27301. Business Which may be Carried on. § 27302. Character of Limited Partner's Contribu tion. § 27303. A Na me not to Contain Surname of Limit ed Part ner; Exceptions. § 27304. Liability for False Statements in Ce rtificate. § 27305. Limited Partner is not Liable to Creditors. § 27306. Admission of Additional Limited Partners. § 27307. Rights, Powers, and Liabilities of a Gener al Part ner. § 27308. Rights of Limited Partner. § 27309. Status of Person Erroneousl y Believing Him self a Limit ed Partner . § 27310. One Person both General and Limited Part ner. § 27311. Loans and other Business Transactions with Limit ed Partner . § 27312. Relation of Limited Partners Inter Se. § 27313. Compensation of Limited Partn er. § 27314. Withdrawal or Reduction of Limited Partner's Contri bution. § 27315. Liability of Limited Partner to Partner ship. § 27316. Nature of Limited Partner's Interest in Partner ship. § 27301. Business which may be Carried on. A limited partner ship may carry on any business which a partner ship without limited partners may carry on, except banking and insurance. SOURCE: CC § 2479. § 27302.

usiness which may be Carried on. A limited partner ship may carry on any business which a partner ship without limited partners may carry on, except banking and insurance. SOURCE: CC § 2479. § 27302. Character of Limited Partner's Contri bution. The contribution of a limited partner may be cash or other property , but not services. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 4SOURCE: CC § 2480. § 27303. A Na me not to Contain Surname of Limited Partner; Exceptions. (1) The surname of a limited partner shall not appear in the part nership name, unless: (a) It is also the surname of a general partner , or (b) Prior to the time when the limited partner became such the business had been carried on under a name in which his surname appeared. (2) A limited partner whose name appears in a partner ship name contrary to the provisions of paragraph (1) of this section is liable as a general partner to part nership creditors who extend credit to the partnership without actual knowledge that he is not a general partner. SOURCE: CC § 2481. § 27304. Liability for False S tatements in Certif icate.

to part nership creditors who extend credit to the partnership without actual knowledge that he is not a general partner. SOURCE: CC § 2481. § 27304. Liability for False S tatements in Certif icate. If the certific ate contains a false state ment, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the state ment to be false: (a) At the time he signed the certificate or (b) Subsequently , but within a sufficient tim e before the statement was relied upon to enable him to cancel or amend the certificate, or to file a petition for its cancella tion or amendment as provided in § 27407(3). SOURCE: CC § 2482. § 27305. Limited Partner is not Liable to Credi tors. A limite d partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner , he takes a part in the control of the business. SOURCE: CC § 2483. § 27306. Admission of Additional Limited Part ners. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 5After the formation of a limited partner ship, additional limited partners may be admit ted upon filing an amend ment to the original

10618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 5After the formation of a limited partner ship, additional limited partners may be admit ted upon filing an amend ment to the original certificate in accordance with the requirements of § 27407. SOURCE: CC § 2484. § 27307. Rights, Powers, and Liabiliti es of a General Partner . (1) A general partner shall have all the rights and powers and be subject to all the restric tions and liabilities of a part ner in a partner ship without limited partners, except that without the written consent or ratification o f the specific act by all the limited part ners, a general partner or all of the general partners have no authority to -- (a) Do any act in contravention of the certificate, (b) Do any act which would make it impos sible to carry on the ordinary business o f the partner ship, (c) Confess a judgement against the part nership, (d) Possess partnership property , or assign their rights in specific partnership property , for other than a partnership purpose, (e) Admit a person as a general partner , (f) Admit a pers on as a limited partner , unless the right so to do is given in the certifi cate, (g) Continue the business

ther than a partnership purpose, (e) Admit a person as a general partner , (f) Admit a pers on as a limited partner , unless the right so to do is given in the certifi cate, (g) Continue the business with partnership property on the death, retirement, or insani tyof a general partner, unless the right so to do is given in the certificate. SOURCE: CC § 2485. § 27308. Rights of Limited Partner . (l) Alimited partner shall have the same rights as a general partne r to -- (a) Have the partnership books kept at the princi pal place of business of the part nership, and at all times to inspect and copy a ny of them. (b) Have on demand true and full informa tion of all things affecting the partnership, and a formal ac count of partnership affairs whenev er circum stanc es rende r it just and reasonable.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 6(c) Have dissolution and winding up by decree of court. (2) A limited partner shall have the right to receive a share of the profits or other compensa tion by way of income, and to the return of his contribution as provided in '§ 27313 and 27314. SOURCE: CC § 2486. § 27309.

er shall have the right to receive a share of the profits or other compensa tion by way of income, and to the return of his contribution as provided in '§ 27313 and 27314. SOURCE: CC § 2486. § 27309. S tatus of Person Erroneously Belie ving Himself a Limited Partner . A person who has con tributed to the capital of a business con ducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership, is not, by reason of his exercise of the rights of a limited part ner, a general partner with the person or in the part nership carrying on the business, or bound by the obliga tions of such person or partnership; provided, that on ascertain ing the mistake he promptly renounces his interest in the profits of the business or other compensa tion byway of income. SOURCE: CC § 2487. § 27310. One Person both General and Limited Part ner. (1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is a general, and also at the same time a limited partner , shall have all the rights and powers and be subject to all the restric - tions of a general partner; except that, in respect to his

son who is a general, and also at the same time a limited partner , shall have all the rights and powers and be subject to all the restric - tions of a general partner; except that, in respect to his contribution he shall have the rights against the other mem bers, which he would have had if he were not also a general partner. SOURCE: CC § 2488. § 2731 1. Loans and other Business T ransactions with Limited Partner . (1) A limited partner also may loan money to and transact other business with the partnership, a nd, unless he is also a general part ner, receive on account of resulting claims against the part nership, with general credi tors, a pro rata share of the assets. No limited partner shall in respect to any such claim: (a) Receive or hold as collateral sec urity any part nership property , orCOL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 7(b) Receive from a general partner of the part nership any payment, conveyance, or release from liability , if at the time the assets of the partner ship are not sufficient to discharge partnership liabilities to person s not claiming as general or limited part ners.

conveyance, or release from liability , if at the time the assets of the partner ship are not sufficient to discharge partnership liabilities to person s not claiming as general or limited part ners. (2) The receiving of collateral security , or a pay ment, conveyance, or release in violation of the provisions of paragraph (1) is a fraud on the credi - tors of the partner ship. SOURCE: CC § 2489. § 27312. Relation of Limited Partners Inter Se. Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contri butions, as to their compens ation by way of income, or as to any other matter . If such an agreement is made it shall be stated in the certificate, and in the absence of such a state ment all the limited partners shall stand upon equal footing. SOURCE: CC § 2490. § 27313. Compensati on of Limited Partner . A limited partner may receive from the partner ship the share of the profits or the compensa tion by way of income stipu lated for in the certificate; provided, that after such payment is made, whether from the property of the part nership or that of a

he share of the profits or the compensa tion by way of income stipu lated for in the certificate; provided, that after such payment is made, whether from the property of the part nership or that of a general partner, the part nership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners. SOURCE: CC § 2491. § 27314. Withdrawal or Reduction of Limited Partner's Contribution. (1) A limited partner shall not receive from a general partner or out of partner ship property any part of his contri bution until -- (a) All liabili ties of the part nership, ex cept lia bilities to general partners and to limited partners on ac count of their con tribu tions, have been paid or there re mains prop ertyof the partner ship suffi cient to pay them. (b) The consent of all members is had, unless the return of the contribution may be rightfully dem anded under the provisions of paragraph (2), andCOL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 8(c) The certificate is cancelled or so amend ed as to set forth the withdrawal or reduction.

he provisions of paragraph (2), andCOL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 8(c) The certificate is cancelled or so amend ed as to set forth the withdrawal or reduction. (2) Subject to the provisions of paragraph (1) of this section, a limited partner may right fully demand the retu rn of his contribution -- (a) On the dissolution of a partnership, or (b) When the date specified in the certifi cate for its return has arrived, or (c) After he has given six (6) months' notice in writing to all other members, if no time is specified in t he certificate either for the return of the contribu tion or for the dissolution of the partnership. (3) In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of his contribution, has only the right to demand and receive cash in return for his contri bution. (4) A limited partner may have the partner ship dis solved and its affairs wound up when -- (a) He rightfully but unsuccessfully de mands the return of his contrib ution, or (b) The other liabilities of the partnership have not been paid, or the partnership proper tyis insuffi

nd up when -- (a) He rightfully but unsuccessfully de mands the return of his contrib ution, or (b) The other liabilities of the partnership have not been paid, or the partnership proper tyis insuffi cient for their payment as re quired by paragraph (1)(a) of this section and the limited partner would otherwise be entitled to the return of his contribu tion. SOURCE: CC § 2492. § 27315. Liability of Limited Partner to Partner ship. (1) A limited partner is liable to the part nership: (a) For the difference between his contri bution as actually made and that stated in the certificate as hav ing been made, and (b) For any unpaid contribution 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 partner ship: COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 9(a) Specific property sta ted in the certifi cate 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.

ifi cate 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 compro mised only by the consent of all members; but a w aiver or compromise shall not affect the right of the credi tor of a partnership, who extended credit or whose claim arose after the filing and before the cancellation or amendment of the certifi cate, to enforce such liabilities. (4) When a contributor has rightfully received the return in whole or in part of the capital of his contribu tion, he is nevertheless liable to the part - nership for any sum, not i n excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return. SOURCE: CC § 2493. § 27316. Nature of Limited Partner's Interest in Partner ship. A limited par tner's interest in the partner ship is personal property . SOURCE: CC § 2494. ---------- ARTICLE 4 ALTERA TION AND DISSOLUTION OF THE PARTNERSHIP § 27401.

er's Interest in Partner ship. A limited par tner's interest in the partner ship is personal property . SOURCE: CC § 2494. ---------- ARTICLE 4 ALTERA TION AND DISSOLUTION OF THE PARTNERSHIP § 27401. Assignment of Limited Partner's Inter est. § 27402. Effect of Retirement, Death, or In sanity of a General Partner . § 27403. Death of Limited Partner . § 27404. Rights of Creditors of Limited Partner . § 27405. Distribution of Assets. § 27406. When Certificate Shall be Canceled or Amended. § 27407. Requirements for Amendments and for Can cella tion o f Certificates. § 27408. Parties to Actions. COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 10§ 27401. Assignment of Limited Partner's Inter est. (1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (3) An assignee, who does not become a substituted limited partner , has no right to require any information or account of the part nership transactions or to inspect the partner ship books; he is only entitled to receive the share of the profits or other compensa tion by

no right to require any information or account of the part nership transactions or to inspect the partner ship books; he is only entitled to receive the share of the profits or other compensa tion by way of income, or the return of his contribu tions, to which his assignor would otherwise be entitled. (4) An assignee shall have the right to become a substituted limited partner if all the me mbers (except the assignor) consent thereto or if the assignor , being there unto empowered by the certificate, gives the assignee that right. (5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with § 27406. (6) The substituted limited partner has all the rights and powers, and is subject to all the restrictions and liabilities of the assignor, except those liabilities of which he was ignorant at the time he became a limited partner and which co uld not be ascer tained from the certificate. (7) The substitution of the assignee as a limited partner doe s not release the assignor from liability to the partner ship under '§ 27304 and 27315. SOURCE: CC § 2495. § 27402. Effect of Retirement, Death, or Insanity of a General Partner .

limited partner doe s not release the assignor from liability to the partner ship under '§ 27304 and 27315. SOURCE: CC § 2495. § 27402. Effect of Retirement, Death, or Insanity of a General Partner . The retirement, death, or insanity of a general partner dissolves the partner ship, unless the business is continued by the remaining general partners: (a) Under a right so to do stated in the certifi cate, or (b) With th e consent of all members. SOURCE: CC § 2496. § 27403. Death of Limited Partner . (l) On the death of a limited partner , his executor or adminis trator shall have all the rights of a limited partner for the purpose of settling his estate, COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 11and such power as the deceased had to consti tute his assign ee a substituted limited partner . (2) The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner . SOURCE: CC § 2497. § 27404. Rights of Creditors of Limited Partner . (1) On due application to a court of competent juris diction by any creditor of a limited part ner, the court may charge the interest of the indebt - ed limited partner with payment of the

Partner . (1) On due application to a court of competent juris diction by any creditor of a limited part ner, the court may charge the interest of the indebt - ed limited partner with payment of the unsatis fied amount of such claim; and may appoint a receiver and make all other orders, directions, and inquiries which the circum stances of the case may require. (2) The interest may be redeemed with the separate property of any general partner, but may not be re deemed with the partnership property . (3) The remedies confe rred by paragraph (1) of this section shall not be deemed exclusive of others which may exist. (4) Nothing in this Chapter shall be held to deprive a limited partner of his lawful exemption. SOURCE: CC § 2498. § 27405. Distribution of Assets. (1) In set tling ac counts after dissolution, the liabilities of the part - nership shall be entitled to payment in the follow ing order: (a) Those to creditors, in the order of priori tyas provided by law , except those to limited partners on account of their contrib utions, and to general part ners, (b) Those to limited partners in respect to their share of the profits and other compen sation by way of income of their

limited partners on account of their contrib utions, and to general part ners, (b) Those to limited partners in respect to their share of the profits and other compen sation by way of income of their contributions, (c) Those to limited partners in respect to the capital of their contributions, (d) T hose to general partners other than for capital and profits, (e) Those to general partners in respect to profits, (f) Those to general partners in respect to capi tal.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 12(2) Subject to any statement in the certificate or to subse quent agreement, limited par tners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensa - tion by wa y of income on their contri butions respectively , in proportion to the respec tive amounts of such claims. SOURCE: CC § 2499. § 27406. When Certificate shall be Canceled or Amend ed. (1) The certificate shall be canceled when the partner ship is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when: (a) There is a change i n the name of the partner ship or in the amount or

nceled when the partner ship is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when: (a) There is a change i n the name of the partner ship or in the amount or character of the contribution of any limited partner , (b) A person is substituted as a limited partner , (c) An additional limited partner is admit ted, (d) A person is admitted as a general part ner, (e) A general partner retires, dies, or be comes insane, and the business is continued under § 27402, (f) There is a change in the character of the busi ness of the partnership, (g) There is a false or erroneous state ment in the certificate, (h) There is a ch ange in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution, (i) A time is fixed for the dissolution of the part nership, or the return of a contribu tion, no time having been specified in the certificate, or (j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them. SOURCE: CC § 2500. § 27407. Requirements for Amendments and for Cancellation of Certif icates.

her statement in the certificate in order that it shall accurately represent the agreement between them. SOURCE: CC § 2500. § 27407. Requirements for Amendments and for Cancellation of Certif icates. (1) The writing to amend a certificate shall:COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 13(a) Conform to the requirements of § 27201(a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and (b) Be signed and sworn to by all mem bers, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substi tuted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assign ing limited pa rtner. (2) The writing to cancel a certificate shall be signed by all members. (3) A person desiring the cancellation or amendment of a certificate, if any person desig nated in paragraphs (1) and (2) of this section as a person who must execute the writin g refus es to do so, may petition the Superior Court to direct a cancellation or amendment thereof.

erson desig nated in paragraphs (1) and (2) of this section as a person who must execute the writin g refus es to do so, may petition the Superior Court to direct a cancellation or amendment thereof. (4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the Director of Revenue and T axation to record the cancella tion or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amend ment. (5) A certificate is amended or cancelled when there is filed for record in the office where the certificate is filed and recorded: (a) A writing in accordance with the provi sions of paragraph (1) or (2) of this section, or (b) A certified copy of the order of court in accor dance with the provisions of para graph (4) of this section. (6) After the certificate is duly amended in accor dance with this section, the amended certif icate shall thereafter be for all purposes the certifi cate provid ed for by this Chapter . SOURCE: CC § 2501. § 27408. Parties to Actions.

mended in accor dance with this section, the amended certif icate shall thereafter be for all purposes the certifi cate provid ed for by this Chapter . SOURCE: CC § 2501. § 27408. Parties to Actions. A contributor , unless he is a general partner, is not a proper party to proceed ings by or against a partner ship, except where the object is to enforce a limited part ner's right against or liability to t he partner ship. SOURCE: CC § 2502.COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 14---------- ARTICLE 5 MISCELLANEOUS PROVI SIONS § 27501. Name of Act. § 27502. Rules of Construction. § 27503. Rules for Cases not Provided for in this Chap ter. § 27504. Provisions for Existing Partnerships. § 275 01. Name of Act. This Chapter may be cited as Uniform Limited Partnership Law . SOURCE: CC § 2503. § 27502. Rules of Construction. (1) The rule that laws in derogation of the common law are to be strictly con strued shall have no application to this Chap ter. (2) This Chapter shall be so interpreted and con strued as to effect its general purpose to make uniform the law of those states which enact it.

con strued shall have no application to this Chap ter. (2) This Chapter shall be so interpreted and con strued as to effect its general purpose to make uniform the law of those states which enact it. (3) This Chapter shall not be so construed as to impair the obligations of any contract existing when th is Title goes into effect, nor to affect any action or proceed ings begun or right ac crued before this Title takes effect. SOURCE: CC § 2504. § 27503. Rules for Cases not Provided for in this Chapter . In any case not provided for in this Chapter , the r ules of law and equity includ ing the law merchant, shall govern. SOURCE: CC § 2505. § 27504. Provisions for Existing Partnerships. (1) A limited partnership formed under any law of Guam prior to the adoption of this Title, may become a limited partner ship under this Chap ter bycomply ing with the provisions of § 27201, provid ed the Certificate sets forth: COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS 15(a) The amount of the original contribution of each limited partner , and the time when the contri bution was made, and (b) That the property of t he partnership exceeds the amount sufficient to discharge

he amount of the original contribution of each limited partner , and the time when the contri bution was made, and (b) That the property of t he partnership exceeds the amount sufficient to discharge its liabili ties to persons not claiming as general or limited part ners by an amount greater than the sum of the contri bu- tions of its limited partners. (2) A limited partnership formed under any law of Guam prior to the adoption of this Title, until or unless it becomes a limited partnership under this Chapter, shall continue to be gov erned by the provisions of law , as they existed prior to the repeal thereof, except that such partner ship shall not be renewed unless so provided in the original agreement. SOURCE: CC § 2506. NOTE: No Civil Code sections §§ 2507 -2771 existed in the 1970 Civil Code. ----------COL12010618GCA BUSINESS STRUCTURE &FUNCTION CH.27 LIMITED PARTNERSHIPS