Oregon Statutes 67.315 – Settlement of accounts and contributions among partners
(1) 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 subsection (2) of this section.
Terms Used In Oregon Statutes 67.315
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Oregon Statutes 67.005
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
- Person: means an individual, corporation, business trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, instrumentality or any other legal or commercial entity. See Oregon Statutes 67.005
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(2) 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 of such excess, charges attributable to an obligation for which the partner is not personally liable under ORS § 67.105.
(3) If a partner fails to contribute the full amount the partner is personally obligated to contribute under subsection (2) of this section, all the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under ORS § 67.105. 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 ORS § 67.105.
(4) 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 for which the partner is personally liable under ORS § 67.105.
(5) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.
(6) 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. [1997 c.775 § 39]
(Conversions and Mergers)