(1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge or provide for partnership obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.
Each partner is entitled to a settlement of all partnership accounts upon winding upthe partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.
If a partner fails to contribute, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to discharge or provide for the partnership obligations.
A partner or partner's legal representative may recover from the other partners anycontributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations.
After the settlement of accounts, each partner shall contribute, in the proportion inwhich the partner shares partnership losses, the amount necessary to discharge or provide for partnership obligations that were not known at the time of the settlement.
The estate of a deceased partner is liable for the partner's obligation to contribute tothe partnership.
An assignee for the benefit of creditors of a partnership or a partner, or a personappointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
Notwithstanding any other subsection of this section, no partner shall be obligated tocontribute under this section with respect to any amounts that are attributable to a partnership obligation incurred while the partnership is a limited liability partnership.
Source: L. 97: Entire article added, p. 894, § 1, effective January 1, 1998.