8574 - Distribution of assets. - Pennsylvania Statutes

§ 8574. Distribution of assets. (a) General rule.--Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for distributions to partners under section 8551 (relating to interim distributions) or 8554 (relating to distribution upon withdrawal). (2) Except as otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 8551 or 8554. (3) Except as otherwise provided in the partnership agreement, to partners: (i) For the return of their contributions. (ii) Respecting their partnership interests, in the proportions in which the partners share in distributions. (b) Provision for claims.--A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited partnership and all claims and obligations which are known to the limited partnership but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Except as otherwise provided in the partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up the affairs of a limited partnership who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of his actions in winding up the limited partnership.