486A.807 Settlement of accounts and contributions among partners.
1. 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 2.
2. 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 486A.306.
3. If a partner fails to contribute the full amount required under subsection 2, 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 486A.306. 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 486A.306.
4. 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 486A.306.
5. The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.
6. 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.
98 Acts, ch 1201, §44, 79, 82
Referred to in §486A.701, 486A.803, 486A.906
Structure Iowa Code
Chapter 486A - UNIFORM PARTNERSHIP ACT
Section 486A.101 - Definitions.
Section 486A.102 - Knowledge and notice.
Section 486A.103 - Effect of partnership agreement — nonwaivable provisions.
Section 486A.104 - Supplemental principles of law.
Section 486A.105 - Execution, filing, and recording of statements.
Section 486A.105A - Secretary of state — extra services — surcharge.
Section 486A.106 - Governing law.
Section 486A.107 - Partnership subject to amendment or repeal of chapter.
Section 486A.201 - Partnership as entity.
Section 486A.202 - Formation of partnership.
Section 486A.203 - Partnership property.
Section 486A.204 - When property is partnership property.
Section 486A.301 - Partner agent of partnership.
Section 486A.302 - Transfer of partnership property.
Section 486A.303 - Statement of partnership authority.
Section 486A.304 - Statement of denial.
Section 486A.305 - Partnership liable for partner’s actionable conduct.
Section 486A.306 - Partner’s liability.
Section 486A.307 - Actions by and against partnership and partners.
Section 486A.308 - Liability of purported partner.
Section 486A.401 - Partner’s rights and duties.
Section 486A.402 - Distributions in kind.
Section 486A.403 - Partner’s rights and duties with respect to information.
Section 486A.404 - General standards of partner’s conduct.
Section 486A.405 - Actions by partnership and partners.
Section 486A.406 - Continuation of partnership beyond definite term or particular undertaking.
Section 486A.501 - Partner not co-owner of partnership property.
Section 486A.502 - Partner’s transferable interest in partnership.
Section 486A.503 - Transfer of partner’s transferable interest.
Section 486A.504 - Partner’s transferable interest subject to charging order.
Section 486A.601 - Events causing partner’s dissociation.
Section 486A.602 - Partner’s power to dissociate — wrongful dissociation.
Section 486A.603 - Effect of partner’s dissociation.
Section 486A.701 - Purchase of dissociated partner’s interest.
Section 486A.702 - Dissociated partner’s power to bind and liability to partnership.
Section 486A.703 - Dissociated partner’s liability to other persons.
Section 486A.704 - Statement of dissociation.
Section 486A.705 - Continued use of partnership name.
Section 486A.801 - Events causing dissolution and winding up of partnership business.
Section 486A.802 - Partnership continues after dissolution.
Section 486A.803 - Right to wind up partnership business.
Section 486A.804 - Partner’s power to bind partnership after dissolution.
Section 486A.805 - Statement of dissolution.
Section 486A.806 - Partner’s liability to other partners after dissolution.
Section 486A.807 - Settlement of accounts and contributions among partners.
Section 486A.901 - Definitions.
Section 486A.902 - Conversion of partnership to limited partnership.
Section 486A.903 - Conversion of limited partnership to partnership.
Section 486A.904 - Effect of conversion — entity unchanged.
Section 486A.905 - Merger of partnerships.
Section 486A.906 - Effect of merger.
Section 486A.907 - Statement of merger.
Section 486A.908 - Nonexclusive.
Section 486A.1001 - Statement of qualification.
Section 486A.1101 - Law governing foreign limited liability partnership.
Section 486A.1102 - Statement of foreign qualification.
Section 486A.1103 - Effect of failure to qualify.
Section 486A.1104 - Activities not constituting transacting business.
Section 486A.1105 - Action by attorney general.
Section 486A.1201 - Filing requirements.
Section 486A.1203 - Effective time and date of documents.
Section 486A.1204 - Correcting filed documents.
Section 486A.1205 - Filing duty of secretary of state.
Section 486A.1206 - Appeal from secretary of state’s refusal to file document.
Section 486A.1207 - Evidentiary effect of copy of filed document.
Section 486A.1208 - Certificates issued by secretary of state.
Section 486A.1209 - Penalty for signing false document.
Section 486A.1210 - Secretary of state powers.
Section 486A.1211 - Registered office and registered agent.
Section 486A.1212 - Change of registered office or registered agent.
Section 486A.1213 - Resignation of registered agent.
Section 486A.1214 - Service on partnership.
Section 486A.1301 - Uniformity of application and construction.