                                 CODE OF VIRGINIA

SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS (§ 50-73.123)

A. In winding up a partnership&#8217;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. 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&#8217; 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&#8217;s account. A partner
shall contribute to the partnership an amount equal to any excess of the charges
over the credits in the partner&#8217;s account that is attributable to an
obligation for which the partner is liable under &#xA7; 50-73.96.

C. 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 &#xA7; 50-73.96.

D. A partner or partner&#8217;s legal representative may recover from the other
partners any contributions on account of obligations for which the other
partners are liable under &#xA7; 50-73.96 that the partner or legal
representative makes to the extent the amount contributed exceeds that
partner&#8217;s share of the partnership obligations for which the partner or
legal representative is personally liable under &#xA7; 50-73.96.

E. 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 &#xA7;
50-73.96 and that were not known at the time of the settlement.

F. The estate of a deceased partner is liable for the partner&#8217;s obligation
to contribute to the partnership.

G. 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&#8217;s obligation to contribute to the
partnership.

HISTORY: 1996, c. 292.