48-7A-807. 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 §48-7A-306.
(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 §48-7A-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 §48-7A-306.
(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 §48-7A-306.
(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.
Source: SL 2001, ch 249, §807.
Structure South Dakota Codified Laws
Chapter 07A - Uniform Partnership Act
Section 48-7A-101 - Definitions.
Section 48-7A-102 - Knowledge and notice.
Section 48-7A-103 - Effect of partnership agreement, nonwaivable provisions.
Section 48-7A-104 - Supplemental principles of law.
Section 48-7A-105 - Execution, filing, and recording of statements.
Section 48-7A-106 - Governing law.
Section 48-7A-107 - Partnership subject to amendment or repeal of act.
Section 48-7A-201 - Partnership as entity.
Section 48-7A-202 - Formation of partnership.
Section 48-7A-203 - Partnership property.
Section 48-7A-204 - When property is partnership property.
Section 48-7A-301 - Partner agent of partnership.
Section 48-7A-302 - Transfer of partnership property.
Section 48-7A-303 - Statement of partnership authority.
Section 48-7A-304 - Statement of denial.
Section 48-7A-305 - Partnership liable for partner's actionable conduct.
Section 48-7A-306 - Partner's liability.
Section 48-7A-307 - Actions by and against partnership and partners.
Section 48-7A-308 - Liability of purported partner.
Section 48-7A-401 - Partner's rights and duties.
Section 48-7A-402 - Distributions in kind.
Section 48-7A-403 - Partner's rights and duties with respect to information.
Section 48-7A-404 - General standards of partner's conduct.
Section 48-7A-405 - Actions by partnership and partners.
Section 48-7A-406 - Continuation of partnership beyond definite term or particular undertaking.
Section 48-7A-501 - Partner not co-owner of partnership property.
Section 48-7A-502 - Partner's transferable interest in partnership.
Section 48-7A-503 - Transfer of partner's transferable interest.
Section 48-7A-504 - Partner's transferable interest subject to charging order.
Section 48-7A-601 - Events causing partner's dissociation.
Section 48-7A-602 - Partner's power to dissociate; wrongful dissociation.
Section 48-7A-603 - Effect of partner's dissociation.
Section 48-7A-701 - Purchase of dissociated partner's interest.
Section 48-7A-702 - Dissociated partner's power to bind and liability to partnership.
Section 48-7A-703 - Dissociated partner's liability to other persons.
Section 48-7A-704 - Statement of dissociation.
Section 48-7A-705 - Continued use of partnership name.
Section 48-7A-801 - Events causing dissolution and winding up of partnership business.
Section 48-7A-802 - Partnership continues after dissolution.
Section 48-7A-803 - Right to wind up partnership business.
Section 48-7A-804 - Partner's power to bind partnership after dissolution.
Section 48-7A-805 - Statement of dissolution.
Section 48-7A-806 - Partner's liability to other partners after dissolution.
Section 48-7A-807 - Settlement of accounts and contributions among partners.
Section 48-7A-901 - Definitions.
Section 48-7A-902 - Conversion of partnership to limited partnership.
Section 48-7A-903 - Conversion of limited partnership to partnership.
Section 48-7A-904 - Effect of conversion; entity unchanged.
Section 48-7A-905 - Merger of partnerships.
Section 48-7A-906 - Effect of merger.
Section 48-7A-907 - Statement of merger.
Section 48-7A-908 - Nonexclusive.
Section 48-7A-1001 - Statement of qualification.
Section 48-7A-1001.1 - Amendment of statement of qualification--Contents.
Section 48-7A-1001.2 - Cancellation of statement of qualification--Contents.
Section 48-7A-1003 - Annual report.
Section 48-7A-1004 - Eligibility to practice in limited liability partnership.
Section 48-7A-1004.1 - Revocable trust as shareholder--Conditions.
Section 48-7A-1101 - Law governing foreign limited liability partnership.
Section 48-7A-1102 - Statement of foreign qualification.
Section 48-7A-1102.1 - Amendment of statement of foreign qualification--Contents.
Section 48-7A-1102.2 - Cancellation of statement of foreign qualification--Contents.
Section 48-7A-1103 - Effect of failure to qualify.
Section 48-7A-1104 - Activities not constituting transacting business.
Section 48-7A-1105 - Action by attorney general.
Section 48-7A-1201 - Uniformity of application and construction.
Section 48-7A-1202 - Short title.
Section 48-7A-1203 - Severability clause.
Section 48-7A-1206 - Applicability.