§ 7-13.1-810. Disposition of assets in winding up — When contributions required.
(a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors.
(b) After a limited partnership complies with subsection (a) of this section, any surplus must be distributed in the following order, subject to any charging order in effect under § 7-13.1-703:
(1) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) Among persons owning transferable interests in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership.
(c) If a limited partnership’s assets are insufficient to satisfy all of its obligations under subsection (a) of this section, with respect to each unsatisfied obligation incurred when the partnership was not a limited liability limited partnership, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under § 7-13.1-607 shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under subsection (c)(1) of this section with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by subsection (c)(1) of this section on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of a general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by subsection (c)(2) of this section, further additional contributions are determined and due in the same manner as provided in that subsection.
(d) A person that makes an additional contribution under subsection (c)(2) or (c)(3) of this section may recover from any person whose failure to contribute under subsection (c)(1) or (c)(2) of this section necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person’s liability under this subsection may not exceed the amount the person failed to contribute.
(e) All distributions made under subsections (b) and (c) of this section must be paid in money.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.