Vermont Statutes
Chapter 22 - Partnerships
§ 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.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 22 - Partnerships

§ 3201. Definitions

§ 3202. Knowledge and notice

§ 3203. Effect of partnership agreement; nonwaivable provisions

§ 3204. Supplemental principles of law

§ 3205. Execution, filing, and recording of statements

§ 3206. Governing law

§ 3207. Partnership subject to amendment or repeal of chapter

§ 3211. Partnership as entity

§ 3212. Formation of partnership

§ 3213. Partnership property

§ 3214. When property is partnership property

§ 3221. Partner agent of partnership

§ 3222. Transfer of partnership property

§ 3223. Statement of partnership authority

§ 3224. Statement of denial

§ 3225. Partnership liable for partner’s actionable conduct

§ 3226. Partner’s liability

§ 3227. Actions by and against partnership and partners

§ 3228. Liability of purported partner

§ 3231. Partner’s rights and duties

§ 3232. Distributions in kind

§ 3233. Partner’s rights and duties with respect to information

§ 3234. General standards of partner’s conduct

§ 3235. Actions by partnership and partners

§ 3236. Continuation of partnership beyond definite term or particular undertaking

§ 3241. Partner not co-owner of partnership property

§ 3242. Partner’s transferable interest in partnership

§ 3243. Transfer of partner’s transferable interest

§ 3244. Partner’s transferable interest subject to charging order

§ 3251. Events causing partner’s dissociation

§ 3252. Partner’s power to dissociate; wrongful dissociation

§ 3253. Effect of partner’s dissociation

§ 3261. Purchase of dissociated partner’s interest

§ 3262. Dissociated partner’s power to bind and liability to partnership

§ 3263. Dissociated partner’s liability to other persons

§ 3264. Statement of dissociation

§ 3265. Continued use of partnership name

§ 3271. Events causing dissolution and winding up of partnership business

§ 3272. Partnership continues after dissolution

§ 3273. Right to wind up partnership business

§ 3274. Partner’s power to bind partnership after dissolution

§ 3275. Statement of dissolution

§ 3276. Partner’s liability to other partners after dissolution

§ 3277. Settlement of accounts and contributions among partners

§ 3281. Definitions

§ 3282. Conversion of partnership to limited partnership

§ 3283. Conversion of limited partnership to partnership

§ 3284. Effect of conversion; entity unchanged

§ 3285. Merger of partnerships

§ 3286. Effect of merger

§ 3287. Statement of merger

§ 3288. Nonexclusive

§ 3291. Statement of qualification

§ 3292. Name

§ 3293. Annual report

§ 3301. Law governing foreign limited liability partnership

§ 3302. Statement of foreign qualification

§ 3303. Effect of failure to qualify

§ 3304. Activities not constituting transacting business

§ 3305. Action by Attorney General

§ 3310. Fees

§ 3311. Uniformity of application and construction

§ 3312. Applicability

§ 3313. Savings clause