- Alaska Statutes.
- Title 32. Partnership
- Chapter 6. Uniform Partnership Act
- Section 807. Settlement of Accounts and Contributions Among Partners.
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. Partner's Liability to Other Partners After Dissolution.
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. Conversion of Partnership to Limited Partnership.
AS 32.06.807. 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 (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, the 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 AS 32.06.306
- (c) If a partner fails to contribute, all of the other partners shall contribute the full amount required under (b) of
this section, in the proportions in which those partners share partnership losses, the additional amount necessary to
satisfy the partnership obligations for which the partners are personally liable under AS 32.06.306
. 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 AS 32.06.306
- (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 AS 32.06.306
- (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.
Article 08. CONVERSIONS AND MERGERS
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