Investors

(1) Investors may participate in the closed-ended investment limited partnership only directly, as limited partners. By way of derogation from the first sentence, investors in a closed-ended retail investment limited partnership may also participate indirectly through a limited partner (trustee limited partner). Where participation is indirect, through a trustee limited partner, the indirectly participating investor has, as between the partnership and the partners, the same legal status as a limited partner. The indirectly participating investor, or a person interested in acquiring an indirect participation, is regarded as an investor, or as a person interested in acquiring an interest, within the meaning of this Act.
(2) A return of the contribution, or a distribution that reduces the value of the limited partner's contribution below the amount of the contribution, may take place only with the consent of the limited partner concerned. Before giving consent, the limited partner must be informed that he or she is directly liable to the creditors of the partnership to the extent that the contribution is repaid by way of the return or distribution. Where participation is indirect, through a trustee limited partner, the return of the contribution, or a distribution that reduces the value of the limited partner's contribution below the amount of the contribution, additionally requires the consent of the indirectly participating investor concerned; the second sentence applies correspondingly.
(3) The claim of the closed-ended investment limited partnership against a limited partner for payment of the contribution lapses as soon as the limited partner has made his or her limited partnership contribution. The limited partners are not obliged to make good losses incurred. An obligation on the part of the limited partners to make additional contributions is excluded. Section 707 of the Civil Code may not be derogated from. Agreements to the contrary are invalid.
(4) The admission of a limited partner to an existing closed-ended investment limited partnership becomes effective only upon entry of the limited partner's admission in the commercial register.
(5) For closed-ended retail investment limited partnerships, the limited partners may not consent to the commencement of business before the partnership is entered in the commercial register.
(6) Where a limited partner withdraws from the investment limited partnership during its term, satisfying the settlement claim is not regarded as a repayment of the limited partner's contribution. From the time of withdrawal, the withdrawn limited partner is not liable for liabilities of the investment limited partnership.
(7) Contributions in kind are impermissible for closed-ended retail investment limited partnerships.