A partner shall not retrieve all or part of his or her capital contribution unless otherwise provided by the limited partnership agreement.
Even if the limited partnership agreement provides for such retrieval, a partner shall not retrieve any of his or her capital contribution unless the limited partnership has paid off its current debts or lodged the amount of the debts in court for its creditors.
A partner who retrieves his or her capital contribution in violation of the provisions set forth in the preceding two Paragraphs shall be liable for the creditors of the limited partnership to the extent of the amount retrieved.

A partner of a limited partnership may transfer all or part of his or her capital contribution to another person or persons in accordance with the limited partnership agreement or with the unanimous consent of other partners.

A limited partnership, unless otherwise provided by the limited partnership agreement, shall elect a representative of the limited partnership from among the general partners by a majority vote of all general partners.
If the representative of a limited partnership is unable to exercise his or her power and authority for any reason, the representative shall designate one of the other general partners to act on his or her behalf. In the absence of such a designation or upon a vacancy of the representative position, a provisional representative shall be elected from among the other general partners by a majority vote of such partners for performing the duties temporarily.

The business operation of a limited partnership, unless otherwise provided by the limited partnership agreement, shall be conducted by a majority vote of all general partners.

A responsible person of a limited partnership shall act loyally and shall exercise the due care of a good administrator in conducting the business operations of the limited partnership; if a responsible person has acted contrary to this provision, he or she shall be liable for any damages sustained by the limited partnership therefrom.
If any responsible person of a limited partnership acts either on his or her own account or on behalf of another in violation of the provisions set forth in the preceding Paragraph, the other partners may, by a majority vote, deem any gains in such an act as the gains of the limited partnership unless one year has lapsed since the realization of such gains.

If any responsible person of a limited partnership has, in the course of conducting the business operations of the limited partnership, violated any provision of the applicable laws or regulations and thus caused damage to any other person, the responsible person shall be liable, jointly and severally with the limited partnership, for the damage to such other person.

When the representative of a limited partnership, on his or her own account or on behalf of another, buys or sells, borrows or lends, or does any act with conflict of interest vis-a-vis the limited partnership, a substitute representative shall be elected from among the other general partners by a majority vote of such general partners; if there is only one general partner in the partnership, a substitute representative shall be elected from among the limited partners by a majority vote of such limited partners.

A responsible person of a limited partnership, unless otherwise provided by the limited partnership agreement, shall not engage in the same business as that of the limited partnership either on his or her own account or on behalf of another.
If any responsible person of a limited partnership violates the provisions of the preceding Paragraph, all other partners may, by a majority vote, deem any gains from such an act as the gains of the limited partnership unless one year has lapsed since the realization of such gains.

A limited partner, unless otherwise provided by Article 24 of this Act, shall not conduct the business operation of nor represent the limited partnership.
A limited partner who has conducted or has expressed that he or she would conduct the business operation of the limited partnership or has not denied any other person’s expression that such limited partner conducts of the business operation of the limited partnership, such limited partner shall be liable to any third party as a general partner notwithstanding any agreement to the contrary.
The following conducts of a limited partner shall not be deemed as conducting the business operation of the limited partnership as stated in Paragraph 1 of this Article:
(1) The limited partnership has authorized the limited partner to be a provisional representative for specific matters;
(2) The limited partner only provides advice or recommendations for the business, operation or transactions of the limited partnership; or
(3) The limited partner acts as a guarantor of or provides a guaranty for the limited partnership or its general partners.

At the end of each fiscal year, the representative of a limited partnership shall submit to all partners an annual business report, financial statements and a proposal for earnings distribution or loss off-setting for the approval by two-thirds or more of the partners.
A limited partnership agreement may, notwithstanding the provisions set forth in the preceding Paragraph, specify a time other than the end of each fiscal year to submit a proposal for earnings distribution or loss off-set.
If the total capital contributions of a limited partnership reaches the amount specified by the central competent authority, its annual financial statements, prior to the submission to the partners, shall be audited and certified by a certified public accountant pursuant to the auditing and certification rules as prescribed by the central competent authority.

A limited partnership shall not make any distribution of earnings prior to the full payment of its matured debts or when its assets are insufficient to pay off all debts and all necessary expenses for withdrawal, dissolution and liquidation. If an earnings distribution is made before the end of a fiscal year, the amount of corresponding taxes shall be estimated and withheld in advance.
The earnings distribution of a limited partnership shall be allocated in the manner provided in the limited partnership agreement. If the limited partnership agreement does not so provide, the distribution shall be allocated in proportion to the contribution of each partner.
If a limited partnership acts in violation of the provisions set forth in the preceding two Paragraphs, the partners shall be liable for the creditors of the limited partnership to the extent of the distribution amount they have received.

A limited partner may, at the end of each fiscal year, inspect the financial statements, the business operations and the property of a limited partnership, and if necessary, a court may, at the request of a limited partner, allow such limited partner to conduct such an inspection at any time, to which no responsible person of the limited partnership shall evade, impede or refuse.

The representative of a limited partnership shall make financial statements of past years available at the location of the limited partnership for the access of creditors and partners to inspect or make copies of such financial statements.

The competent authority may, in conjunction with the authority in charge of the end enterprise concerned, at any time or from time to time, send respective officials to inspect the operation and financial conditions of a limited partnership, to which no responsible person of the limited partnership shall evade, impede or refuse.
When sending officials to conduct the inspection under the preceding Paragraph, the competent authority may, depending on need, appoint a certified public accountant, a lawyer or any other professional personnel to assist in carrying out such inspection.

No additional limited partner shall be admitted to the limited partnership without the consent of all general partners unless otherwise provided by the limited partnership agreement; additional general partners shall be admitted with the consent of all partners.
An additional general partner shall be liable for the liabilities of the limited partnership incurred prior to his or her admission to the partnership.

Withdrawal of a general partner shall take place if any of the following applies to the partner:
(1) Death;
(2) Adjudication of bankruptcy or being under guardianship or assistance, or a grant by a court to commence liquidation
(3) Compulsory execution of capital contribution by a court
(4) Expulsion
In addition to the circumstances set forth in Article 5 Paragraph 2 of this Act, expulsion under Subparagraph (4) of the preceding Paragraph shall apply if any of the following conditions exist and two-third or more of the general partners have voted for the expulsion:
(1) A violation of Article 22 Paragraph 1 or Article 25 Paragraph 1 of this Act is of a severe nature.
(2) A violation of Article 24 or dereliction of duty results in serious damage to the interests of the limited partnership.

Unless otherwise provided by Paragraph 1 of the preceding Article or by the limited partnership agreement, a partner may withdraw from the partnership for any significant reason for which he or she is not responsible, subject to the consent of the majority of the remaining partners.
A general partner shall be liable for the liabilities of the limited partnership incurred prior to his or her withdrawal from the partnership.

A limited partnership shall be dissolved upon the occurrence of any of the following:
(1) Any event of dissolution specified in the limited partnership agreement;
(2) Expiration of the duration of the limited partnership;
(3) Consent of all partners;
(4) Bankruptcy of the limited partnership;
(5) Insufficient number of partners.
Under the circumstances set forth in Subparagraphs (1) or (2) of the preceding Paragraph, the limited partnership may, upon the unanimous consent of all partners, continue to carry on its business.
Under the circumstance set forth in Subparagraph (5) of Paragraph 1 of this Article, the limited partnership may, upon the unanimous consent of all remaining partners, continue to carry on its business after admitting new general or limited partners.

In case a limited partnership has been dissolved, or its registration has been cancelled or nullified by the central competent authority, the limited partnership shall institute the process of liquidation, except in the case of dissolution by bankruptcy.
Unless otherwise provided by the limited partnership agreement, all general partners shall jointly wind up the affairs of the limited partnership. In case the dissolution is due to the withdrawal of all general partners, a court shall appoint a liquidator or liquidators upon application by any interested party.
With regard to the power to conduct the liquidation and represent the limited partnership, Articles 20, 21 and 24 of this Act shall apply mutatis mutandis to the liquidator of the limited partnership.
Unless otherwise provided in this Act, the liquidation provisions for unlimited companies of the Company Act shall apply mutatis mutandis to a limited partnership.