Vermont § 3277 - Settlement of accounts and contributions among partners

§ 3277. 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) of
  this section. (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 3226 of this title. (c) If a partner fails to contribute the full amount required under subsection (b) of
  this section, 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 3226 of this title. 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 3226 of this title. (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 3226 of this title. (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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)