When a partnership is winding up, its assets are used to pay creditors and settle partner accounts. Partners may have to contribute money, and any surplus or offset is handled under the section’s rules.
29-1077 - Settlement of accounts and contributions among partners 29-1077 . 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, 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 of this section. B. Each partner is entitled to a settlement of all partnership accounts on winding up the partnership business. In settling accounts among the partners, the profits and losses during the period of winding up, including those 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 except that in determining such excess, charges attributable to obligations for which the partner is personally liable under section 29-1026 shall not be considered. Damages for wrongful dissociation under section 29-1052, subsection B and all other amounts owing, whether or not presently due, from the partner to the partnership shall be offset against the amounts distributable to the partner and shall increase the amount that must be contributed by the partner pursuant to this section. C. If a partner fails to contribute the full amount required under subsection B of this section, each of the other partners shall contribute, in the proportion in which the partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations. A partner or partner's legal representative may recover from the other partners any contributions 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 is liable under section 29-1026. 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 or the amounts of obligations that were not known at the time of the settlement. 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. G. A person who was a partner at any time within ninety days before the commencement of winding up is a partner for the purposes of this section.