{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.123.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.123.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.123.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.123.html"}],"law_id":78618,"edition_id":1,"section_id":78618,"structure_id":14608,"section_number":"50-73.123","catch_line":"Settlement of accounts and contributions among partners","history":"1996, c. 292.","full_text":"A\n\nIn winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B.B\n\nEach partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall 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 that is attributable to an obligation for which the partner is liable under § 50-73.96.C\n\nIf a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations for which the partner is liable under § 50-73.96.D\n\nA partner or partner’s legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96 that the partner or legal representative makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner or legal representative is personally liable under § 50-73.96.E\n\nAfter 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 for which the partner is liable under § 50-73.96 and that were not known at the time of the settlement.F\n\nThe estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.G\n\nAn 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.","order_by":null,"text":{"0":{"id":281724,"text":"In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":281725,"text":"Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall 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 that is attributable to an obligation for which the partner is liable under § 50-73.96.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":281726,"text":"If a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations for which the partner is liable under § 50-73.96.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":281727,"text":"A partner or partner’s legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96 that the partner or legal representative makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner or legal representative is personally liable under § 50-73.96.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":281728,"text":"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 for which the partner is liable under § 50-73.96 and that were not known at the time of the settlement.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":281729,"text":"The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":281730,"text":"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.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"ancestry":[{"id":14608,"edition_id":1,"name":"Winding up Partnership Business","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:48:52","date_modified":"2026-06-26 03:48:52","permalink":{"id":234889,"object_type":"structure","relational_id":14608,"identifier":"8","token":"50\/2.2\/8","url":"\/50\/2.2\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56128,"structure_id":14608,"section_number":"50-73.117","catch_line":"Events causing dissolution and winding up of partnership business","url":"\/50-73.117\/","token":"50\/2.2\/8\/50-73.117","metadata":false},{"id":78826,"structure_id":14608,"section_number":"50-73.118","catch_line":"Partnership continues after dissolution","url":"\/50-73.118\/","token":"50\/2.2\/8\/50-73.118","metadata":false},{"id":69069,"structure_id":14608,"section_number":"50-73.119","catch_line":"Right to wind up partnership business","url":"\/50-73.119\/","token":"50\/2.2\/8\/50-73.119","metadata":false},{"id":76746,"structure_id":14608,"section_number":"50-73.120","catch_line":"Partner's power to bind partnership after dissolution","url":"\/50-73.120\/","token":"50\/2.2\/8\/50-73.120","metadata":false},{"id":61925,"structure_id":14608,"section_number":"50-73.121","catch_line":"Statement of dissolution","url":"\/50-73.121\/","token":"50\/2.2\/8\/50-73.121","metadata":false},{"id":63810,"structure_id":14608,"section_number":"50-73.122","catch_line":"Partner's liability to other partners after dissolution","url":"\/50-73.122\/","token":"50\/2.2\/8\/50-73.122","metadata":false},{"id":78618,"structure_id":14608,"section_number":"50-73.123","catch_line":"Settlement of accounts and contributions among partners","url":"\/50-73.123\/","token":"50\/2.2\/8\/50-73.123","metadata":false}],"previous_section":{"id":63810,"structure_id":14608,"section_number":"50-73.122","catch_line":"Partner's liability to other partners after dissolution","url":"\/50-73.122\/","token":"50\/2.2\/8\/50-73.122","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.123\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":80105,"section_number":"50-73.112","catch_line":"Purchase of dissociated partner's interest","order_by":null,"url":"\/50-73.112\/"},{"id":69069,"section_number":"50-73.119","catch_line":"Right to wind up partnership business","order_by":null,"url":"\/50-73.119\/"},{"id":74044,"section_number":"50-73.129","catch_line":"Effect of merger","order_by":null,"url":"\/50-73.129\/"}],"refers_to":[{"id":78386,"section_number":"50-73.96","catch_line":"Partner's liability","order_by":null,"url":"\/50-73.96\/"}],"permalink":{"id":234915,"object_type":"law","relational_id":78618,"identifier":"50-73.123","token":"50\/2.2\/8\/50-73.123","url":"\/50-73.123\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.123\/","token":"50\/2.2\/8\/50-73.123","dublin_core":{"Title":"Settlement of accounts and contributions among partners","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.123","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In winding up a partnership<\/span>’s business<\/span>, the assets<\/span> of the partnership<\/span>, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors<\/span>, including, to the extent permitted by law<\/span>, partners who are creditors<\/span>. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions<\/span> under subsection B. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each partner is entitled to a settlement<\/span> of all partnership<\/span> accounts upon winding up the partnership<\/span> business<\/span>. In settling accounts among the partners, the profits and losses that result from the liquidation<\/span> of the partnership<\/span> assets<\/span> shall be credited and charged to the partners’ accounts. The partnership<\/span> shall make a distribution<\/span> 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<\/span> an amount equal to any excess of the charges over the credits in the partner’s account that is attributable to an obligation for which the partner is liable under § 50-73.96<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership<\/span> losses, the additional amount necessary to satisfy any partnership<\/span> obligations for which the partner is liable under § 50-73.96<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A partner or partner’s legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96<\/a> that the partner or legal representative makes to the extent the amount contributed exceeds that partner’s share of the partnership<\/span> obligations for which the partner or legal representative is personally liable under § 50-73.96<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> After the settlement<\/span> of accounts, each partner shall contribute, in the proportion in which the partner shares partnership<\/span> losses, the amount necessary to satisfy partnership<\/span> obligations for which the partner is liable under § 50-73.96<\/a> and that were not known at the time of the settlement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> An assignee for the benefit of creditors<\/span> of a partnership<\/span> or a partner, or a person<\/span> appointed by a court<\/span> to represent creditors<\/span> of a partnership<\/span> or a partner, may enforce a partner’s obligation to contribute to the partnership<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS (\u00a7 50-73.123)\n\nA. In winding up a partnership’s business, the assets of the partnership,\nincluding the contributions of the partners required by this section, shall be\napplied to discharge its obligations to creditors, including, to the extent\npermitted by law, partners who are creditors. Any surplus shall be applied to\npay in cash the net amount distributable to partners in accordance with their\nright to distributions under subsection B.\n\nB. Each partner is entitled to a settlement of all partnership accounts upon\nwinding up the partnership business. In settling accounts among the partners,\nthe profits and losses that result from the liquidation of the partnership\nassets shall be credited and charged to the partners’ accounts. The\npartnership shall make a distribution to a partner in an amount equal to any\nexcess of the credits over the charges in the partner’s account. A partner\nshall contribute to the partnership an amount equal to any excess of the charges\nover the credits in the partner’s account that is attributable to an\nobligation for which the partner is liable under § 50-73.96.\n\nC. If a partner fails or is not obligated to contribute, each other partner\nshall contribute, in the proportion in which that partner shares partnership\nlosses, the additional amount necessary to satisfy any partnership obligations\nfor which the partner is liable under § 50-73.96.\n\nD. A partner or partner’s legal representative may recover from the other\npartners any contributions on account of obligations for which the other\npartners are liable under § 50-73.96 that the partner or legal\nrepresentative makes to the extent the amount contributed exceeds that\npartner’s share of the partnership obligations for which the partner or\nlegal representative is personally liable under § 50-73.96.\n\nE. After the settlement of accounts, each partner shall contribute, in the\nproportion in which the partner shares partnership losses, the amount necessary\nto satisfy partnership obligations for which the partner is liable under §\n50-73.96 and that were not known at the time of the settlement.\n\nF. The estate of a deceased partner is liable for the partner’s obligation\nto contribute to the partnership.\n\nG. An assignee for the benefit of creditors of a partnership or a partner, or a\nperson appointed by a court to represent creditors of a partnership or a\npartner, may enforce a partner’s obligation to contribute to the\npartnership.\n\nHISTORY: 1996, c. 292.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}