50-73.123 - Settlement of accounts and contributions among partners. - Virginia Statutes

§ 50-73.123. Settlement of accounts and contributions among partners.

A. In winding up a partnership's business, the assets of the partnership,including the contributions of the partners required by this section, shallbe applied to discharge its obligations to creditors, including, to theextent permitted by law, partners who are creditors. Any surplus shall beapplied to pay in cash the net amount distributable to partners in accordancewith their right to distributions under subsection B.

B. Each partner is entitled to a settlement of all partnership accounts uponwinding up the partnership business. In settling accounts among the partners,the profits and losses that result from the liquidation of the partnershipassets shall be credited and charged to the partners' accounts. Thepartnership shall make a distribution to a partner in an amount equal to anyexcess of the credits over the charges in the partner's account. A partnershall contribute to the partnership an amount equal to any excess of thecharges over the credits in the partner's account that is attributable to anobligation for which the partner is liable under § 50-73.96.

C. If a partner fails or is not obligated to contribute, each other partnershall contribute, in the proportion in which that partner shares partnershiplosses, the additional amount necessary to satisfy any partnershipobligations for which the partner is liable under § 50-73.96.

D. A partner or partner's legal representative may recover from the otherpartners any contributions on account of obligations for which the otherpartners are liable under § 50-73.96 that the partner or legal representativemakes to the extent the amount contributed exceeds that partner's share ofthe partnership obligations for which the partner or legal representative ispersonally liable under § 50-73.96.

E. After the settlement of accounts, each partner shall contribute, in theproportion in which the partner shares partnership losses, the amountnecessary to satisfy partnership obligations for which the partner is liableunder § 50-73.96 and that were not known at the time of the settlement.

F. The estate of a deceased partner is liable for the partner's obligation tocontribute to the partnership.

G. An assignee for the benefit of creditors of a partnership or a partner, ora person appointed by a court to represent creditors of a partnership or apartner, may enforce a partner's obligation to contribute to the partnership.

(1996, c. 292.)