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-200§ 3155. Interest and profits A special partner may receive such lawful interest and such proportion of profits as may be agreed upon, if not paid out of the capital invested in the partnership by him, or by another special partner, and is not bound to refund the same to meet subsequent losses. § 3156. Result of withdrawing capital If a special partner withdraws capital from the firm, contrary to this subchapter, he thereby becomes a general partner. § 3157. Preference transfers void A transfer of the property of a special partnership, or of a partner therein, made after or in contemplation of the insolvency of I he partnership or partner with intent to give a preference to any creditor of the partnership or partner over any other creditor of the partnership, is void against the creditors thereof. A judgment confessed, lien created, or security given, in like manner and with the like intent, is in like manner void. Subchapter III—Liability of Partners ,i^ 3181. Liability of general partners The general partners in a special partnership are liable to the same extent as partners in a general partnership. § 3182. Liability of special partners The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows: (1) if he has willfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published aiuiouncement thereof, he is liable, as a general partner, to all creditors of the partnership; (2) if he has willfully interfered with the business of the partnership, except as permitted by sections 3151-3157 of this title, he is liable in like manner; or (3) if he has willfully joined in or assented to an act contrary to a provision of 3151-3157 of this title, he is liable in like manner. § 3183. Liability for unintentional act "Wlien a special partner has unintentionally done any of the acts specified by section 3182 of this title, he is liable, as a general partner, to any creditor of the firm who has been actually misled thereby to his prejudice. § 3184. Who may question existence of special partnership One who, upon making a contract with a partnership, accepts from or gives to it a written memorandum of the contract, stating that the partnership is special, and giving the names of the special partners, may not afterwards charge the persons thus named as general partners upon that contract, by reason of an error or defect in the proceedings for the creation of the special partnership, prior to the acceptance of the memorandum, if an effort has been made by the partnere, in good faith, to form a special partnership in the manner required by sections 3121-3127 of this title.
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