2006 Minnesota Statutes

323A.0807 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, must be applied to discharge its obligations
to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus
must be applied to pay in cash the net amount distributable to partners in accordance with their
right to distributions under subsection (b).
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the
partnership business. In settling accounts among the partners, profits and losses that result from
the liquidation of the partnership assets must 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 but excluding
from the calculation charges attributable to an obligation for which the partner is not personally
liable under section 323A.0306.
(c) If a partner fails to contribute the full amount required under subsection (b), all of the
other partners shall contribute, in the proportions in which those partners share partnership
losses, the additional amount necessary to satisfy the partnership obligations for which they
are personally liable under section 323A.0306. A partner or partner's legal representative may
recover from the other partners any contributions the partner makes to the extent the amount
contributed exceeds that partner's share of the partnership obligations for which the partner is
personally liable under section 323A.0306.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which
the partner shares partnership losses, the amount necessary to satisfy partnership obligations
that were not known at the time of the settlement and for which the partner is personally liable
under section 323A.0306.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to
the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed
by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to
contribute to the partnership.
History: 1997 c 174 art 8 s 44